Trendit Limited Notice of EGM (5376Q)

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           [phone] 
Yellow Jersey (Financial 
 PR) 
 Charles Goodwin            [phone] 
 Alistair Kare-Silver        [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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February 29, 2016 13:01 ET (18:01 GMT)