Share Name | Share Symbol | Market | Type |
---|---|---|---|
ICTS International NV (QB) | USOTC:ICTSF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.96 | 3.10 | 4.00 | 0.00 | 20:00:04 |
Exhibit
No.
|
Description | |
99.1 |
Proxy Statement for the Special General Meeting of Shareholders. | |
99.2 |
Power of Attorney and Proxy Card for the Meeting of Shareholders. |
ICTS INTERNATIONAL N.V. | |||
By:
|
/s/ Alon Raich | ||
Alon Raich, Managing Director and CFO |
1. |
Opening of the meeting (Item 1 of the Agenda).
|
2. |
Capital reduction and amendment of the Company’s articles of association (the Articles) and authorization to each member of the Management Board and also each lawyer, (deputy) civil law notary and
employee of Loyens & Loeff N.V., each acting independently, to have the deed of amendment to the Articles executed (Item 2 of the Agenda). (voting item)
|
Name of Five Percent Shareholders
|
Beneficially
Owned
|
Percent of
Amount of Shares
Outstanding (a)
|
||||||
MacPherson Trust and its beneficiaries (b)
|
23,818,861
|
63.6
|
%
|
|||||
Menachem J. Atzmon
|
4,850,000
|
13.0
|
%
|
|||||
Igal Tabori
|
2,002,483
|
5.3
|
%
|
|||||
All officers and directors as a group, the MacPherson Trust and the Trust beneficiaries (10 persons)
|
30,624,769
|
81.81
|
%
|
(a) |
The amounts include Shares owned by each of the above, directly or indirectly.
|
(b) | (i) The MacPherson Trust (the Trust) was created for the benefit of the family of Mr. Menachem J. Atzmon. The Trust owns Spencer Corporation, Limited, which holds together with the Trust and its Ultimate Beneficial Owners approximately 63.6% of the issued and outstanding Shares. Mr. Menachem J. Atzmon disclaims any beneficial interest in the MacPherson Trust. Spencer Corporation Limited and the MacPherson Trust and its Ultimate Beneficial Owners together with Mr. Atzmon are able to appoint all the directors of the Company and control the affairs of the Company. |
(a) |
immediately prior to this amendment to the articles of association taking effect, the issued capital of the Company equalled sixteen million eight hundred forty-four thousand nine hundred ninety-nine euro and eighty-five eurocent
(EUR 16,844,999.85), divided into thirty-seven million four hundred thirty-three thousand three hundred thirty-three (37,433,333) shares with a nominal value of forty-five eurocent (EUR 0.45) each;
|
(b) |
at the time this amendment to the articles of association takes effect, the nominal value of each issued share in the capital of the company will be reduced from forty-five eurocent (EUR 0.45) to one eurocent (EUR 0.01), without repayment;
|
(c) |
the aforementioned capital reduction is effectuated with due observance of the provisions in Section 2:99 in conjunction with Section 2:100 of the Dutch Civil Code, which is evidenced by a statement dated ● two thousand twenty-four of the
clerk of the district court of Amsterdam, the Netherlands, a copy of which shall be attached to this deed (Annex II); and
|
(d) |
at the time this amendment to the articles of association takes effect, the issued capital of the company equals three hundred seventy-four thousand three hundred thirty-three euro thirty-three eurocent (EUR 374,333.33), divided into
thirty-seven million four hundred thirty-three thousand three hundred thirty-three (37,433,333) shares with a nominal value of one eurocent (EUR 0.01) each.
|
1. |
The public limited liability company bears the name:
ICTS International N.V. and has its official seat in Amstelveen, the Netherlands.
|
2. |
The company is established for an indefinite period.
|
1. |
The objects of the company are:
|
a. |
to advise on and provide further services relating to the security of persons and goods and to provide such security (or have it provided) on the instructions of companies, government agencies and individuals; in particular, but not
exclusively: to have them installed, manage and monitor security systems for the purpose of preventing and combating crime and terrorism on and at premises, buildings, installations, vessels and aircrafts (or have them installed);
|
b. |
acquiring and disposing of - either alone or jointly with others - participations or other interests in companies and businesses, cooperating with companies and businesses and managing them;
|
c. |
the acquiring, managing, exploiting, encumbering and disposing of goods - including intellectual and industrial property rights - as well as capital investing;
|
d. |
lending money, or causing money to be lent, in particular - but not exclusively - to legal entities and companies that are subsidiaries and/or group companies of the company or in which the company has a participating interest - all with
due observance of the provisions of the law - as well as borrowing money, or causing money to be borrowed;
|
e. |
concluding agreements whereby the company binds itself as guarantor or as joint and several debtor, warrants performance by or on behalf of others, in particular - but not exclusively - on behalf of legal entities and companies as referred
to above under d, all with due observance of the provisions of paragraph 2 of this article;
|
f. |
performing all activities which are connected with or may be conducive to the above;
|
g. |
engaging in all other factual and legal acts which under Dutch law may be performed by the company.
|
2. |
Unless the provisions of Section 98c of Book 2 of the Dutch Civil Code are applicable, the company may not, in view of others subscribing for or acquiring shares in its capital or depositary receipts thereof, provide security, give a price
guarantee, warrant performance in any other manner or bind itself severally or otherwise beside or on behalf of others.
|
1. |
In the articles of association the following words shall have the following meanings;
|
a. |
management board/management board member(s): the management board/management board member(s) within the meaning of Book 2 of the Dutch Civil Code;
|
b. |
supervisory board/supervisory board member(s): the supervisory board/supervisory board member(s) within the meaning of Book 2 of the Dutch Civil Code;
|
c. |
shares: shares in the capital of the company;
|
d. |
general meeting: the company body formed by shareholders and other persons entitled to vote on shares;
|
e. |
general meeting of shareholders: the meeting of shareholders and other persons with meeting right;
|
f. |
annual meeting: the general meeting of shareholders for the purpose of discussion and adoption of the annual accounts;
|
g. |
annual accounts: the balance sheet and the profit and loss account with the explanatory notes, both prepared as well as adopted, unless the context indicates otherwise;
|
h. |
meeting right: the rights designated by law to holders of depositary receipts for shares issued with the cooperation of the company;
|
i. |
the law: the law of the Netherlands.
|
2. |
In these articles of association, the term "in writing" shall mean by letter, by e-mail, or by any other legible and reproducible message transmitted by electronic means, provided that the identity of the sender can be established with
sufficient certainty.
|
1. |
Shares may not be divided into sub-shares.
|
2. |
Shares shall be registered.
|
3. |
Registered shares are available:
|
- |
in the form of an entry in the share register without the issuance of a share certificate (shares without share certificates);
|
- |
as well as, at the shareholder's option, in the form of an entry in the share register with the issuance of a share certificate (shares with share certificate).
|
4. |
At the request of a shareholder, collective share certificates may be issued to him for any number of shares. Share certificates shall include collective share certificates.
|
5. |
Share certificates shall be signed by or on behalf of the management board by means of an original signature or by means of a facsimile signature.
|
6. |
Subject to the approval of the supervisory board, the management board may determine that share certificates shall be issued for trading on foreign stock exchanges which meet the requirements to be set by the foreign stock exchange or
exchanges concerned and which do not carry a dividend sheet.
|
7. |
One or more share certificates shall be issued to a shareholder for his shares at his request.
|
8. |
The management board may issue duplicates of damaged share certificates which, in the opinion of the management board, are still identifiable; the management board shall then arrange for the destruction of the damaged documents.
|
1. |
Usufruct may be established on shares.
|
2. |
Shares may be pledged. A pledge may also be established without acknowledgement by or service to the company.
|
3. |
A shareholder without voting rights as a result of a restricted right established on his shares and a usufructuary and a pledgee with voting rights, shall have the rights conferred by law upon the holders of depositary receipts issued for
shares with the cooperation of the company. Usufructuaries and pledgees of shares who do not have voting rights shall not be entitled to such depositary receipt holders rights.
|
1. |
With due observance of the provisions of the law, a register shall be kept by or on behalf of the company with respect to registered shares, which register shall be kept up to date and may (entirely or partly) consist of several copies and
be kept in several places, all as the management board shall decide.
|
2. |
The name and address of each shareholder, as well as such other particulars as the management board, whether at the request of a shareholder or not, may deem desirable, shall be entered in the register.
|
3. |
The management board shall determine the form and content of the share register with due observance of the provisions of the first two paragraphs of this article.
|
4. |
A shareholder who so requests shall be provided free of charge with a statement of the information contained in the register regarding the shares registered in his name, which statement may be signed by a special representative designated
for this purpose by the management board.
|
5. |
The provisions of the foregoing paragraphs shall apply mutatis mutandis to those who have a right of usufruct or a right of pledge on one or more shares, subject to the provision that the other information required by law shall also be
recorded in the register.
|
1. |
The provisions of the law shall apply to the transfer of shares as well as to the creation and transfer of a restricted right thereon.
|
2. |
To any attribution of shares in the division of any community, the transfer requirements prescribed by law shall apply mutatis mutandis.
|
1. |
The general meeting – or as the case may be the supervisory board, if and insofar as it has been designated for that purpose by the general meeting - shall decide to issue shares; if the supervisory board has been designated for that
purpose, the general meeting may not decide to issue shares as long as the designation remains in force.
|
2. |
The general meeting or, as the case may be, the supervisory board shall determine the issue price and the other conditions of issuance, including payment in foreign currency on shares.
|
3. |
If the supervisory board is designated as being authorized to resolve to issue shares, the number of shares that may be issued shall be determined at the time of such designation. When such designation is made, the duration of the
designation, which may not exceed five years, will also be fixed. The designation may each time be extended for a period not exceeding five years. Unless stipulated otherwise in the designation, it cannot be withdrawn.
|
4. |
The provisions of paragraphs 1 through 3 of this article shall apply mutatis mutandis to the granting of rights to subscribe for shares, but shall not apply to the issuance of shares to a person exercising a previously acquired right to
subscribe for shares.
|
6. |
Shares shall never be issued below par, without prejudice to the provisions of section 80, paragraph 2 of Book 2 of the Dutch Civil Code.
|
7. |
Payment on shares shall be made in cash, insofar as no other contribution has been agreed to, such subject to the relevant provisions of the law. Payment in cash may be made in foreign currency if the company so agrees, again subject to
the provisions of the law.
|
1. |
In the event of an issuance of ordinary shares, the shareholders will have a pre-emptive right in proportion to the total amount of each person's shares, with due observance of the restrictions laid down by the law. Holders of ordinary
shares will have the same pre-emptive right when rights to acquire ordinary shares are granted.
|
2. |
With due observance of the relevant provisions of the law, the pre-emptive right may be restricted or excluded by the general meeting or, if so designated by a resolution of the general meeting for a period not exceeding five years, by the
supervisory board. Such a designation can only be made if the supervisory board is designated, or simultaneously designated, as the company body authorized to resolve to issue shares.
|
1. |
Acquisition by the company of non-paid-up shares in its capital shall be null and void.
|
2. |
Fully paid-up shares in its own capital may only be acquired by the company for no consideration or if:
|
a. |
the net equity, less the acquisition price, is not less than the paid and called-up part of the capital increased by the reserves that must be maintained by law or by the articles of association;
|
b. |
the nominal amount of the shares to be acquired and the shares already held by the company and its subsidiaries jointly does not exceed two-tenths of the issued capital;
|
3. |
The validity of the acquisition is determined by the amount of the net equity according to the most recently adopted balance sheet, less the acquisition price for shares in the capital of the company and distributions from profits or
reserves to others, which the company and its subsidiaries owed after the balance sheet date. If more than six months of a financial year have elapsed without the annual accounts having been adopted, acquisition, other than for no
consideration, is not permitted in accordance with paragraph 2.
|
4. |
The company may only acquire shares in its capital other than for no consideration after the general meeting has authorized the management board to do so.
|
5. |
The previous paragraphs shall not apply to shares acquired by the company by universal title.
|
6. |
The term shares in the previous paragraphs of this article shall include depositary receipts thereof.
|
7. |
Acquisition of shares contrary to the provisions of this article shall be null and void. The managing directors shall be jointly and severally liable to the disposer in good faith who suffers loss as a result of the nullity.
|
8. |
The general meeting may, provided it does so on the proposal of the supervisory board, decide to reduce the issued capital by cancellation of shares or by reducing the amount of shares by amending the articles of association. This
resolution must designate the shares to which the resolution relates and provide for the implementation of the resolution. The paid-up and called-in part of the capital must not fall below the minimum capital prescribed at the time of the
resolution.
|
9. |
A resolution to cancel may only relate to shares held by the company itself or for which it holds the depositary receipts.
|
10. |
Partial repayment on shares or exemption from the obligation to pay up shall only be possible in implementation of a resolution to reduce the amount of the shares. The repayment or exemption must take place proportionally on all shares.
|
11. |
The notice convening a meeting at which a resolution as referred to in paragraphs 8 or 10 of this article is to be passed shall state the purpose of the capital reduction and the manner in which it is to be carried out. The provisions of
article 21 of these articles of association shall apply mutatis mutandis.
|
12. |
The company shall file the resolutions referred to in paragraphs 8 or 10 of this article at the office of the commercial register and shall announce the filing in a national newspaper.
|
1. |
The company shall be managed by a management board consisting of one or more management board members. The management board shall be supervised by a supervisory board consisting of one or more members. Only individuals may be supervisory
board members.
|
2. |
The number of management board members and supervisory board members shall be determined by the general meeting.
|
3. |
The supervisory board shall determine the remuneration and other terms of employment of each of the management board members. The supervisory board may fix the joint remuneration of its members up to a maximum amount of two million
American dollars (USD 2,000,000.--) in total or the equivalent in other currencies per year. A combined remuneration of the members of the supervisory board in excess of the aforementioned amount may only be granted by the general meeting.
|
4. |
The management board members and the supervisory board members shall be appointed by the general meeting. A member of the management board and supervisory board respectively shall be appointed for a term of office which shall lapse
immediately after the close of the annual meeting held in the year after his appointment. The members of the management board and supervisory board respectively may be reappointed in that annual meeting with due observance of the term of
office stated in this paragraph 4.
|
5. |
Management board members and supervisory board members may be suspended and dismissed at any time by the general meeting.
|
6. |
If, in the case of a suspension of a management board member or supervisory board member, the general meeting has not resolved within three months thereafter to dismiss him, the suspension shall end.
|
1. |
With due observance of the articles of association and the law, the management board shall be charged with the management of the company. In performing their duties the management board members shall act in accordance with the interests of
the company and the business connected with it.
|
2. |
If there is more than one management board member, the management board members may divide their duties by mutual agreement.
|
3. |
The management board decides by direct majority vote.
|
4. |
The management board may also pass resolutions outside of a meeting, provided this is done in writing, all management board members have cast their votes and none of them has objected to this manner of decision-making.
|
5. |
The company shall be represented by the management board. Any two members of the management board acting jointly shall also be authorized to represent the company.
|
6. |
The management board shall be authorized to appoint officers with power of representation with such titles and powers as it may determine.
|
7. |
A management board member shall not participate in deliberations and the decision-making process in the event of a direct or indirect personal conflict of interest between that management board member and the company and the enterprise
connected with it. If there is such personal conflict of interest in respect of all management board members, the decision shall be taken by the supervisory board.
|
8. |
A management board member shall hold office until he resigns, deceases or is dismissed.
|
9. |
In the event of a vacant seat or upon inability to act of one or more management board members, the supervisory board may appoint one or more persons who shall temporarily be in charge of the management of the company.
|
1. |
It shall be the duty of the supervisory board to supervise the policy of the management board and the general course of affairs in the company and in the business connected with it. It shall assist the management board with advice.
|
2. |
The management board shall provide the supervisory board in good time with the information required for the performance of its duties and shall furthermore provide each supervisory board member with all information concerning the company's
business that the latter may require.
|
3. |
The supervisory board may have experts assist it in the performance of its duties for the account of the company.
|
4. |
The supervisory board shall appoint one of its members as chairman.
|
5. |
Each member of the supervisory board as well as the management board shall be authorized to convene a meeting of the supervisory board. A member of the supervisory board may be represented at a meeting of the supervisory board by another
member of the supervisory board holding a written proxy.
|
6. |
The supervisory board shall adopt resolutions by an absolute majority of votes.
|
7. |
The supervisory board may also adopt resolutions outside a meeting, provided this is done in writing, all supervisory board members have cast their votes and none of them objects to this manner of decision-making.
|
8. |
If there is only one supervisory board member, he shall have all the powers and obligations assigned and imposed by these articles of association to the supervisory board and its chairman.
|
9. |
A supervisory board member shall not participate in the deliberations and decision-making process in the event of a conflict of interest between that supervisory board member and the company and the enterprise connected with it. If there
is such a personal conflict of interest in respect of all supervisory board members, the preceding sentence does not apply and the supervisory board shall maintain its authority.
|
10. |
In the event of a vacant seat or upon inability to act of one or more supervisory board members, the remaining supervisory board members or the only remaining supervisory board member shall temporarily be in charge with the exercise of the
duties and powers of the supervisory board member in question.
|
11. |
In the event all seats are vacant or upon inability to act of all supervisory board members, or the sole supervisory board member, as the case may be, the general meeting shall have the authority to temporarily entrust the exercise of the
duties and powers of the supervisory board members to one or more persons.
|
1. |
General meetings of shareholders shall be held in the place where the company has its official seat or in Amsterdam, Rotterdam or The Hague.
|
2. |
At least one general meeting of shareholders shall be held each year, within six months after the end of the financial year.
|
3. |
The management board and the supervisory board shall be equally authorized to convene a general meeting. The management board and the supervisory board shall be obliged to convene a general meeting if one or more holders of shares who
jointly represent at least one-tenth of the issued capital so request in writing, specifying the subjects to be dealt with.
|
4. |
All convocations for the general meetings of shareholders and all notifications to shareholders shall take place by means of letters sent to the addresses listed in the register of shareholders.
|
5. |
Notices which by law or in accordance with the articles of association must be given to the general meeting may be given by including them in the notice convening the meeting or in the document deposited at the company's offices in
Amsterdam for information purposes, provided that this is stated in the notice convening the meeting.
|
6. |
If all of the issued capital is represented at the meeting and also all others who must be notified to attend the meeting in accordance with the law or these articles of association, the general meeting of shareholders may pass valid
resolutions on all subjects to be discussed, provided it does so unanimously, even if the provisions of the law or these articles of association regarding convocation of the general meeting of shareholders have not been complied with.
|
7. |
Each shareholder and each person to whom the law grants this right shall be entitled, either in person or by written proxy, to attend the general meeting of shareholders, to address the meeting and, if the voting rights accrue to him, to
exercise his voting rights. Before being admitted to a meeting, a shareholder and the person referred to in the preceding sentence or their proxy shall sign an attendance list, stating his name and, if applicable, the number of votes he may
cast. A proxy shall also state the name of the person for whom he is acting.
|
8. |
The management board may resolve that the powers referred to in the first sentence of article 16.7 may be exercised by means of electronic communication. If a shareholder and any person with meeting
right participates by means of electronic communication, it is required that the electronic communication allows for identification of the shareholder and any person with meeting right, for such person to directly take notice of the
proceedings in the meeting and for the casting of votes (if applicable). Furthermore, it shall be required that the electronic communication allows for the shareholder and any person with meeting right
to participate in discussions in the meeting. The management board may subject the use of the electronic communication to further conditions, provided that these conditions are reasonable and necessary for identification and the reliability
and security of the communication, and are included in the notice of the meeting.
|
9. |
Admission to the general meeting of shareholders shall be granted to the supervisory board members, the management board members and all other persons entitled to admission by law. The general meeting of shareholders may grant access to
the meeting to persons other than those referred to above.
|
10. |
In deviation from the provisions of article 16.7, the management board may determine that such persons shall be deemed to have the right to vote and the right to attend the general meeting of shareholders as at a time to be determined by
the management board are registered as shareholders in one or more registers designated by the management board, regardless of who is entitled to the relevant shares at the time of the general meeting of shareholders. The notice convening the
meeting must state the registration date and also indicate the manner in which registration may take place and the manner in which shareholders may exercise their rights. The management board determines the manner in which shareholders may
have themselves registered and the manner in which they may exercise their rights. The registration date shall be determined with due observance of applicable statutory provisions.
|
1. |
The general meeting of shareholders shall be chaired by the chairman of the supervisory board or, in his absence, by the person designated for that purpose by the supervisory board, from its midst or otherwise.
|
2. |
Minutes of the proceedings at the general meeting of shareholders shall be kept by a person to be designated for this purpose by the chairman - as such he may also designate himself - which minutes shall be adopted by the chairman and the
secretary of that meeting and in evidence thereof shall be signed by them.
|
1. |
Each share entitles the holder to cast one vote
|
2. |
Resolutions of the general meeting of shareholders are passed by an absolute majority of the votes cast in a meeting where at least half the issued capital is represented. The provisions of Section 120, paragraph 3 of Book 2 of the Dutch
Civil Code shall not apply. Resolutions of the general meeting of shareholders to amend the articles of association, to reduce the capital, to dissolve the company or to merge shall be passed by a majority of at least two-thirds of the votes
cast representing at least half of the issued capital.
|
3. |
If there is a tie in voting in an election of members of the supervisory board, the chairman of the supervisory board shall decide; if there is a tie in voting in another election, the proposal shall be deemed to have been rejected.
|
4. |
Blank votes and invalid votes shall be considered votes not cast. They shall count towards the determination of a quorum.
|
1. |
The financial year of the company shall be the calendar year.
|
2. |
Annually, within five months after the end of the company's financial year, unless this term is extended by no more than five months by the general meeting on the basis of special circumstances, the management board shall draw up annual
accounts and shall make these available for inspection by the shareholders at the company's offices. Within this period - unless Section 403 of Book 2 of the Dutch Civil Code applies to the company - the management board shall also prepare
the management report and shall make it available for inspection as aforesaid. These documents shall be accompanied by the information as referred to in Section 392, paragraph 1 of Book 2 of the Dutch Civil Code and, if there is such
information, the preliminary advice of the supervisory board. The annual accounts shall be signed by all management board members and supervisory board members; if the signature of one or more of them is missing, this and the reason for it
shall be stated.
|
3. |
Without prejudice to the provisions of the preceding paragraph, the company shall ensure that the documents referred to in that paragraph are available at its offices for inspection as from the date of the notice convening the general
meeting of shareholders for its consideration. Copies of these documents may be obtained by those entitled to inspect them free of charge.
|
4. |
The annual accounts shall be adopted by the general meeting. Without prejudice to the provisions of sections 139 and 150 of Book 2 of the Dutch Civil Code, adoption of the annual accounts without reservation shall discharge the management
board members and supervisory board members.
|
1. |
The profit shall be determined according to standards which are considered generally acceptable.
|
2. |
From the profit as shown in the annual accounts adopted by the general meeting, such amount may be reserved as the supervisory board shall determine.
|
3. |
The profit remaining after application of the provisions of paragraph 2 of this article shall be at the disposal of the general meeting.
|
4. |
The company may only make distributions to the shareholders from the profit to the extent that the net equity exceeds the paid and called-up part of the capital plus the reserves that must be maintained by the law or by the articles of
association.
|
5. |
Distribution of profits shall only take place after the adoption of the annual accounts showing that such distribution is permitted.
|
6. |
Shares or depositary receipts for shares held by the company in its entirety in its capital or on which it has a right of usufruct shall not be taken into account in calculating the profit distribution.
|
7. |
The company may make interim distributions, provided that the provisions of paragraph 4 are observed. The payment of an interim distribution is decided by the management board after obtaining the approval of the supervisory board.
|
8. |
The supervisory board shall determine the day on which distributions on shares are made payable, which shall not be later than three months after the resolution to make the distribution was adopted. Payment will be announced in accordance
with the provisions of article 16 paragraph 4.
|
9. |
Distributions which have not been disposed of within five years after the day on which they were made payable shall revert to the company.
|
1. |
In the event of the dissolution of the company, the liquidation shall be carried out by the management board under the supervision of the supervisory board.
|
2. |
The general meeting shall determine the remuneration of the liquidators.
|
3. |
During the liquidation, these articles of association shall remain in force as far as possible.
|
4. |
The balance remaining after all debts of the company have been paid shall be distributed to the shareholders in proportion to the amount paid up on each of their shares.
|
1. |
The company shall, within the limits of the law, indemnify and defray expenses for each present and former member of the supervisory board, member of the management board, officer, employee and authorized representative, if and as soon as
he or she, by reason of his or her relation to the company, becomes involved or is threatened with becoming involved in an impending, pending or completed action or proceeding.
|
2. |
The company is authorized, within the limits of the law, to take out liability insurance for the persons referred to in paragraph 1. of this article.
|
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
|
|
|
1.
|
Capital Reduction and Amendment of the Articles of Association.
|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
|
|
|
|
|
|
|
|
|
Unless otherwise indicated, this Power of Attorney and Proxy confers authority to vote "FOR" for the resolution contained
herein. The Management Board and the Supervisory Board recommends a vote of "FOR" for the resolution contained herein. This proxy is solicited on behalf of the Management Board of ICTS International N.V. and may be revoked prior to its
exercise by a written notice to the Managing Directors of the Company.
|
||||
|
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note
that changes to the registered name(s) on the account may not be submitted via this method.
|
☐
|
|
|
|
|
|
|
Signature of Shareholder
|
|
Date:
|
|
Signature of Shareholder
|
|
Date:
|
|
Note:
|
Signature(s) should follow exactly the name(s) on the stock certificate. Executor, administrator, trustee or guardian should sign as such. If more than one
trustee, all should sign.
ALL JOINT OWNERS MUST SIGN
|
1 Year ICTS International NV (QB) Chart |
1 Month ICTS International NV (QB) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions