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Notice of Annual Shareholders Meeting - May 10, 2016

Maytronics Ltd.

(The "Company")

Notice of Annual Shareholders Meeting

Notice is hereby given that the 2016 Annual Shareholders Meeting of Maytronics Ltd. will be held at Maytronics' offices at Kibbutz Yizre'el 1935000, Israel, on Tuesday, May 10, 2016 at 2:00 p.m. local time, which agenda shall consist of the following matters:

  1. Discussion on the Company's financial statements and the Board of Director's report for the year ended December 31, 2015.
  2. Re-appointment of Kost Forer Gabbay & Kasierer' a member of Ernst & Young Global, as the Company's External Auditors, and submission of a report regarding its compensation for the year 2015.
  3. Re-election of the current incumbent members of the Board of Directors (except for the external directors, whose term of service shall continue in accordance with the provisions of the law).
  4. Approval of the 2016 annual bonus objectives for the company's CEO, Mr. Eyal Tryber, in accordance with the Company's Compensation Policy.
  5. Amendment of the Company's Compensation Policy so as to allow a grant of exemption from liability to Directors and Office Holders and to allow the Compensation Committee and the Board of Directors to award Office Holders reporting to the CEO discretionary variable bonus and to grant to other Office Holders such discretionary bonus which shall not exceed three monthly salaries per year.
  6. Amendment of the Company's articles of association so as to allow a grant of exemption from liability to Directors and Office Holders, including Directors and Office Holders who are related to Kibbutz Yizre'el - workers for cooperative settlement Ltd (the "Kibbutz").
  7. Grant of exemption from liability letters to Directors and Office Holders, including Directors and Office Holders which are related to the Kibbutz.
  8. Re-approval of the grant of prospective letters of indemnification to Directors and Office Holders who are related to the Kibbutz.

The effective date for entitlement to participate and vote at the said annual general meeting shall be Thursday April 7, 2016 at the end of the trade day at the Tel Aviv Stock Exchange. The last date for submission of position statements to the Company shall be Sunday May 1, 2016. The last date for submission of voting deed to the Company's registered offices shall be 4 hours before the convening of the meeting. The last date for voting via electronic voting system shall be 6 hours before the convening of the annual meeting. The Company's shareholders may attend and vote in the annual meeting personally or by proxy who was lawfully authorized to vote, provided that such proxy was submitted to the Company's registered offices, no later than 48 hours prior to the time set for the annual meeting convention.

Further information regarding the matters on the agenda of the meeting may be found in the immediate report published by the Company on March 31, 2016 (reference No. 2016 -01-021168) which may be found at the Tel Aviv Stock Exchange Ltd.'s Website http://maya.tase.co.il and at Israel Security Authority's distribution site http://www.magna.isa.gov.il.

Maytronics Ltd.

This is a translation-for-convenience of the Hebrew Notice of Annual Shareholders Meeting. Only the Hebrew version of this document shall be deemed as a binding notice.

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