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RadView Software Ltd. Announces 2018 Annual General Meeting
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12:02 PM ET 5/31/18 | GlobeNewswire
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RadView Software Ltd. Announces 2018 Annual General Meeting
Rosh Ha'ain, Israel, May 31, 2018 -- RadView Software Ltd. (OTCMKTS:RDVWF) today announced that its Annual General Meeting of Shareholders (the "Meeting") will be held on Thursday, July 5, 2018 at 3:00 p.m. (Israel time), and thereafter as it may be adjourned from time to time, at the offices of the Company, 13 Ha'Amal Street, Park Afek, Rosh Ha'Ain, Israel. The record date for the meeting is June 5, 2018
Rosh Ha'ain, Israel, May 31, 2018 (GLOBE NEWSWIRE) -- The agenda of the meeting is as follows:
-- To elect Ms. Amira Paz, Mr. Shai Beilis, Mr. Menahem Shalgi and Mr, Eyal
Shalom, to the Company's Board of Directors, to serve until the next
annual general meeting of shareholders and until their successors have
been duly elected and qualified;
-- To re-elect Mr. Amir Livne for a fourth term as an external director, to
hold office for 3 years, commencing the date of his re-election;
-- To approve a new conversion rate of Company's Preferred Shares and effect
the corresponding amendment to the Company's Memorandum of Association
and Articles of Association;
-- To approve an amendment to the Convertible Loan Agreement with the
Company's controlling shareholder, Formula Ventures (Holdings) Ltd., and
other certain lenders;
-- To approve the reverse split of the Company's Ordinary Shares, nominal
value NIS 0.01 (at 500:1 ratio) and effect the corresponding amendment to
the Company's Memorandum of Association and Articles of Association;
-- To approve an increase of the pool of Company's Ordinary Shares reserved
for issuances under the Company's share incentive plans;
-- To approve an amendment to the Company's Key Employee Share Incentive
Plan (1996), as amended;
-- To approve a new Compensation Policy of the Company;
-- To approve the Management Services Agreement with the affiliate of the
Company's controlling shareholder, Formula Ventures Ltd.;
-- To approve the reimbursement of legal expenses to Company's controlling
shareholder, Formula Ventures (Holdings) Ltd.;
-- To approve the compensation plan of the Company's directors (excluding
executive and external directors);
-- To approve the compensation plan of the Company's CEO including the grant
of options to purchase Company's Ordinary Shares;
-- To reappoint Kost, Forer, Gabbay, and Kasierer, a member of Ernst & Young
International Ltd., as the Company's Independent Auditors, for the years
ending December 31, 2016 and December 31, 2017 and for such additional
period until the next annual general meeting of shareholders;
-- To review the Auditor's Report and the Company's Consolidated Financial
Statements for the fiscal year ended December 31, 2016.
The Board recommends the approval of each of these proposals.
Proposals No. 1, 6, 7, 11, 12, and 13 are ordinary resolutions which require the affirmative vote of a majority of the Shares (as defined in the proxy statement) voted in person or by proxy at the Meeting on the matter presented for passage. The votes of all shareholders voting on the matter will be counted.
Proposals No. 2, 3, 4, 8, 9 and 10 are special resolutions which require the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter, provided that either (i) at least a majority of the voted shares of shareholders who are not Controlling shareholders and who do not have a Personal Interest in the resolution are voted in favor of the adoption of the resolution, disregarding abstentions; or (ii) the total number of shares of shareholders, who are not Controlling shareholders and who do not have a Personal Interest in the resolution voted against the adoption of the resolution does not exceed 2% of the outstanding voting power in the Company. For this proposal, a Personal Interest does not include an interest in the resolution that is not as a result of ties to a Controlling shareholder.
Proposal No. 3 and 5 require the affirmative vote of the holders of 75% of the Shares present, or represented, and voting thereon at the Meeting. The votes of all shareholders voting on the matter will be counted.
The grant of options to the Chief Executive Officer, Mr. Eyal Shalom, proposed in Proposal No. 12, is subject to the approval of the increase to the number of options available for issuance under the Company's share incentive plans (Proposal No. 6), and the amendment to the Company's Key Employee Share Incentive Plan (1996), as amended (Proposal No. 7).
The presentation to the Company's shareholders for consideration of the Company's audited Financial Statements for the fiscal year ended December 31, 2016 described in Proposal No. 14 does not involve a vote of the shareholders.
