Notice of Annual General Meeting Shareholders
ON TRACK INNOVATIONS LTD.
Z.H.R. Industrial Zone RoshPina 12000 Israel
Tel: 972-6-6938884; Fax: 972-6-6938887
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON May 12, 2000
The Annual General Meeting (the “Meeting”) of the Company’s shareholders shall be held on May 12, 2000, 10:30 hours (local time) at the offices of the Company at Rosh-Pina, Israel.
The matters on the agenda of the Meeting and the summary of the proposed resolutions are as follows:
1. To receive and consider the Financial Statements of the Company for the fiscal year ended December 31, 1999.
2. To appoint Chaikin, Cohen, Rubin & Co. as the Company’s independent auditors for the fiscal year ended December 31, 2000 and authorize the Company’s board of directors (the ”Board”) to determine the auditors’ remuneration.
3. To appoint Mrs. Shula Shifer, Adv. as an of outside director of the Company.
4. To authorize Mr. Oded Bashan to finalize the remuneration terms of the outside director within the framework which has been determined under the Companies Regulation (Rules for Remuneration and Expenses for Outside Director) 2000.
5. To ratify the position of Mr.Oded Bashan as Chairman of the Board, for a period of the following three years, alongside with his position as CEO of the Company.
6. To transact such other business as may properly come before the Meeting or any adjournment thereof.
The adoption of resolutions 2 and 4 as described herein above, is subject to a simple majority of the Company’s shareholders attending and voting at the meeting.
The adoption of resolution 3 as described herein above, is subject under Section 239 of the Companies Act 1999 (the “Act”) to: (i) an affirmative vote of the majority of the shareholders attending the Meeting, as long as such majority of the shareholders attending the Meeting shall include 1/3 of the shareholders who do not control the Company (as such term is defined in the Act) or anyone on their behalf. The shareholders who abstain from voting in this resolution shall not be counted; or (ii) the total number votes of the shareholders mentioned in paragraph (i) hereinabove opposing the adoption of this resolution shall not ascend 1% (one percent) of the voting rights in the Company.
The adoption of resolution 5 as described hereinabove, is subject under Section 121 of the Act, to an affirmative vote of the majority of the shareholders attending the meeting, as long as such majority shall include 2/3 of the shareholders who do not control the Company (as such term defined in the Act) or on behalf of shareholders who control the Company. Abstaining shareholders shall not be counted.
Voting in favor or against the adoption of resolutions 3 and 4 as described hereinabove, may be effected by a voting instrument, in the form available for inspection at the Company’s offices in Rosh-Pina, Israel and in the Company’s site in the Internet, which should be delivered to the Company’s offices at least 48 hours before the time appointed for holding the meeting. A voting instrument in which a shareholder has indicated the manner of his vote, and which was delivered to the Company’s offices as indicated hereinabove, shall be considered as presence in the meeting for purposes of quorum.
Only shareholders of record at the close of business on April 19, 2000 (the “Record Date”) are entitled to notice of, to attend and vote at the Meeting. A shareholder whose shares are registered in its favor with a member of a Stock Exchange, and such Shares are included amongst the Shares which are registered under the name of a registration company in the Company’s Register of Shareholders, shall be required to prove its ownership of the Shares as at the Record Date, by providing the Company at least 48 hours before the time appointed for holding the Meeting, with an ownership certificate in the form in the form available for inspection at the Company’s offices in Rosh-Pina, Israel and in the Company’s site in the Internet, issued by a member of a Stock Exchange.
Under the Articles of Association of the Company (the “Articles”), no business shall be transacted at any Meeting unless a quorum is present when the Meeting proceeds to business. The quorum at a Meeting is 2 members present in person or by proxy, holding at least 25% of the issued Shares of the company. If within half an hour from the time appointed for holding the Meeting a quorum is not present, the Meeting shall be dissolved and it shall stand adjourned to the same day in the next week (or the business day following such a day, if such a day is not a business day) at the same time and place, and if at such adjourned Meeting a quorum is not present within half an hour from the time appointed for holding the Meeting, the members then present at such adjourned Meeting shall constitute a quorum.
A member wishing to vote by proxy, must deposit the instrument appointing a proxy, together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy, or a copy certified by a lawyer of such power of attorney, at the Company’s offices, at least 48 hours before the time appointed for holding the Meeting.
Complete copies of the suggested resolutions, declarations of the proposed outside director according to Section 241 of the Act regarding the fulfillment of competence conditions and C.V., forms of the ownership certificate, voting instrument and proxy, shall be available for inspection at the Company’s offices in Rosh-Pina, Israel (tel. 972-6-6938884) on May 2nd, 2000 and May 4th, 2000 between the hours 10:00 and 14:00.
By order of the board of directors: