The agenda for the Special General Meeting of the Shareholders which will be held on Wednesday, June 28, 2017, at 13:00 (Israel Time), at the Company’s registered office, located at 90 Yigal Alon Street, Ashdar Building, Tel-Aviv, Israel, shall include the following matters:
Election of two (2) Independent (External) Directors to the Board of Directors of the Company (out of five (5) candidates), pursuant to Section 239(b) of the Israeli Companies Law, 1999 (the “Companies Law”), each for a three (3) year term. The candidates, by alphabetical order, are: Mr. Yehoshua Abramovich, Ms. Devorah Kimhi, Ms. Noga Knaz, Ms. Hava Shechter, and Mr. Xuequan Qian.
The Independent (external) director nominees have submitted to the Company the declarations required pursuant to Sections 224b, 241(a) of the Companies Law with respect to fulfilling the legal requirements to serve as an Independent (external) Director of the Company.
The vote with respect to each of the above shall be conducted separately. Pursuant to the Company’s Articles of Association, in the event that the number of candidates who receive the requisite majority votes exceeds the number of vacancies, then the candidate who receives the higher number of votes shall be so elected, and to the extent two (2) or more of said candidates receive an equal number of votes, then a second vote shall be conducted solely with respect to such candidates.
Pursuant to Section 240 (A1a) of the Companies Law, at least one (1) Independent (external) Director must have Accounting and Financial Expertise as such term is defined under regulations promulgated under the Companies Law. In addition, pursuant to Section 239 (d) of the Companies Law, in the event at the time of a nomination of an Independent (external) director all board members who are not controlling shareholders or their relatives are of one sex then the nominated Independent (external) Director shall be of the other sex.
The updated invitation to the SGM shall not be published in newspapers. The full invitation to the SGM can be downloaded on General Meeting. The declarations and CVs of the director candidates can also be viewed on the Company’s website.
2017 SGM Notice to Shareholders
2017 SGM Proxy
2017 SGM Written Ballot
SHL announces updated invitation to a Special General Meeting to elect external directors
External Directors CVs and Declarations