TIDMTRIT
RNS Number : 9947W
Trendit Limited
03 May 2016
3 May 2016
TRENDIT LTD
("the Company")
Notice of Extraordinary General Meeting
Trendit Ltd, 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 June 6, 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
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
June 6, 2016
Trendit Ltd.
514128057- Registered in Israel
May 3, 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 June 6,
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. Noa Yatim-Lerner as an external director on the Board of the Company;
2. Approve the grant of exemption and indemnification letters to
Ms. Noa Yatim-Lerner and Adi Ben Nun, Independent Director of the
Company, and their inclusion in the Company's current directors'
and officers' insurance policy.
It is hereby noted, that the above-referenced nominee in Section
1 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
June 6, 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. Noa Yatim-Lerner as an external director on the Board of the Company;
2. Approve the grant of exemption and indemnification letters to
Ms. Noa Yatim-Lerner and Adi Ben Nun, Independent Director of the
Company, and their inclusion in the Company's current directors'
and officers' insurance policy.
It is hereby noted, that the above-referenced nominee Section 1
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: May 3, 2016 By order of the Board
Lior Romano,
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. Noa Yatim-Lerner'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 nominee and
director 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 June 2, 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.
6. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
(MORE TO FOLLOW) Dow Jones Newswires
May 03, 2016 02:01 ET (06:01 GMT)
7. To change your proxy instructions, simply submit a new proxy
appointment using the methods set out above. Note that the cut-off
time for receipt of proxy appointments (see above) also apply in
relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded.
If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
In order to revoke a proxy instruction, you will need to inform
the Company by sending a hard copy notice clearly stating your
intention to revoke your proxy appointment to the CFO of the
Company at the Company's registered office. The revocation notice
must be received by the CFO not less than 48 hours prior to the
Meeting.
8. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote at his or her discretion. Your proxy will vote as he or she
thinks fit in relation to any other matter which is put before the
Meeting.
9. In the case of holders of depositary interests representing
shares in the Company, a Form of Direction must be completed in
order to direct the Custodian "Computershare Company Nominees
Limited" to vote on the holder's behalf at the Meeting (in person
or by proxy) or, if the Meeting is adjourned, at the adjourned
meeting. In order to be effective, a completed and signed Form of
Direction (and any power of attorney or other authority under which
it is signed) must be delivered to the office of the Company's
Depositary, Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, United Kingdom no later than 72
hours before the time fixed for the Meeting or any adjourned
meeting. A Form of Direction appears on the penultimate page of
this notice.
10. Appointment of a proxy does not preclude you from attending
the meeting and voting in person. If you have appointed a proxy and
attend the Meeting in person, your proxy appointment will
automatically be terminated.
11. The Company will answer any question you ask relating to the
business being dealt with at the Meeting unless:
11.1 answering the question would interfere unduly with the
preparation for the Meeting or involve the disclosure of
confidential information;
11.2 the answer has already been given on a website in the form
of an answer to a question; or
11.3 it is undesirable in the interest of the Company or the
good order of the Meeting that the question be answered.
12. As at 11.00 am on May 3, 2016, the Company's issued share
capital comprised 202,509,241 ordinary shares at 0.1 NIS each. Each
ordinary share carries the right to one vote at a general meeting
of the Company and, therefore, the total number of voting rights in
the Company as at 11.00 am on May 3, 2016 is 202,509,241.
13. If you do not have a proxy form or Form of Direction and
believe that you should have one, or if you require additional
forms, please contact Computershare Investor Services PLC.
14. You may not use any electronic address provided either:
14.1 in this notice of EGM; or
14.2 any related documents (including the chairman's letter and proxy form)
to communicate with the Company for any purposes other than
those expressly stated.
15. The following documents will be available for inspection at
the registered office of the Company from the date of this Notice
until the time of the Meeting and at the Meeting venue itself for
at least 15 minutes prior to the Meeting until the end of the
Meeting:
-- Copy of the Resume and declaration pursuant to Section 224b
of the Israeli Companies Law of Ms. Noa Yatim-Lerner, the appointee
for the position of an external director to the Board of the
Company.
-- Copy of the grant of exemption and indemnification letters to
the above-referenced nominees, and the Company's current directors'
and officers' insurance policy.
APPENDIX
Noa Yatim Lerner
22 Habrosh, Sede Varburg
Tel: 054-7593191 Email: noaylerner@gmail.com
Professional
Experience____________________________________________________________________
Ziv Sharon & Co. Law office Tel Aviv, Israel
2015-Current
CPA in International Taxation.
Representation before the tax authorities regarding Tax
treaties, tax havens, returning residents, new immigrants,
multinational enterprises, relocation, information exchange between
the Israeli Tax Authority and foreign tax authorities, creditors,
voluntary disclosure, investors' exits etc.
KPMG Tel-Aviv, Israel 2013-2015
Practice at the Israeli Tax department.
Main areas: Consulting and planning local taxes, review and
preparation of tax adjustment, ongoing tax assessments and audits
deductions with authorities, support of restructuring arrangements
and obtaining permits in advance the various transactions in the
country and abroad (pre-ruling), due diligence tax issues and
planning benefits under the laws encouraging.
Kyoni Ltd Hawai, USA 2004-2008
Marketing and sales of cosmetics products
Marketing and sales Manager
Practice management system of recruitment and training company,
to arrange the schedule and regular inspections on employees,
purchasing management and operations of the company, including the
supply of various goods to the sales points and providing solutions
to the Company's end customers.
Chris Weys LTD Tel-Aviv, Israel 2002-2003
An event and decoration company
Management personnel arrangement schedule includes employees,
supervision and control of work performed in the field and during
the event and managing the customer service of the company.
Education___________________________________________________________________________
The College of management Rishon Lezion, Israel 2008-2012
-- B.A. in Business Administration, Graduated with honors.
Passed the Israeli Council Exam of 2012 and became a CPA
-- LL.B. in Law Graduated with honors. May 2016 Israeli Bar
Exam. Receive the licence to practice.
MilitaryService_______________________________________________________________
Israel Defense Force, Air Force 2000-2002
Managing a head office.
Additional Information
______________________________________________________________________
-- Languages: fluent in Hebrew (mother tongue); fluent in
English;
-- A graduate of Harishonim High School in Herzlia. Graduated
with honors.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOEAJMATMBJMMAF
(END) Dow Jones Newswires
May 03, 2016 02:01 ET (06:01 GMT)
Trendit (LSE:TRIT)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Trendit (LSE:TRIT)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
