Metis Capital Ltd.
Metis Capital Ltd.: Bekanntmachung der Einberufung zur Hauptversammlung am 28.12.2009 in Tel Aviv, Israel mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
Metis Capital Ltd. / Bekanntmachung der Einberufung zur Hauptversammlung 03.12.2009 Bekanntmachung gemäß §121 AktG, übermittelt durch die DGAP - ein Unternehmen der EquityStory AG. Für den Inhalt der Mitteilung ist der Emittent verantwortlich. --------------------------------------------------------------------------- METIS CAPITAL LTD. (the 'Company') 30 Hamasger Street Tel Aviv, Israel Telephone: +972-3-5373000 faximilia: +972-3-5374000 www.metis-capital.com NOTICE OF AN ANNUAL MEETING OF SHAREHOLDERS METIS CAPITAL LTD. (the 'Company') STATEMENT OF THE COMPANY Pursuant to the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970 and in accordance with the Companies Law, 5759 - 1999 ('the Companies Law'), a notice is hereby given of convening an Annual Meeting of Shareholders of the Company ('the Meeting'). The Meeting shall convene on Monday, December 28th, 2009, at 11:00, at the offices of the Company on 30 Hamasger Street (telephone: 03-5373000; fax: 03-5374000). Figuring on the Meeting's agenda shall be the items set forth in section 1 below. The enclosed Statement is solicited on behalf of the Board of Directors of the Company for use at the Company's Annual Meeting of Shareholders (the ' Meeting ') to be held on Monday, December 28 th , at 11:00 (Israel Time) at the offices of the Company, at Subaru House, 30 Hamasger Street, Tel Aviv or at any adjournment or postponement thereof, for the purposes set forth herein. It is proposed that at the Meeting, the shareholders of the Company (' Shareholders ') approve the following three resolutions: Discussing the annual financial statements and the report of the Board of Directors on the situation concerning the company's business operations for the year ended on 31/12/2008. Re-appointing as the Company's auditors the accounting firm Kost Forer abbay & Kasierer (EY) up until the Company's next Annual Meeting of Shareholders. Re-appointing the members of the Company's Board of Directors (with the exception of external directors). For further information with regard to the majority required for approving each of the above mentioned resolution, the Qualifying Date, the manner of voting, quorum and date of adjourned Meeting, notice of personal interest etc., see Chapter B of this Statement, Sections 5-9. CHAPTER A ITEM 1 - DISCUSSION OF FINANCIAL STATEMENTS The Board of Directors has recommended discussing the annual financial statements, as well as the report of the Board of Directors on the situation concerning the Company's business operations for the year ended on 31/12/2008. ITEM 2 - REAPPOINTMENT OF AUDITORS FOR THE COMPANY The Board of Directors has recommended reappointing the accounting firm Kost Forer Gabbay & Kasierer (EY) as the auditors of the Company up until the Company's next Annual Meeting of Shareholders. ITEM 3 - REAPPOINTMENT OF THE MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS (WITH THE EXCEPTION OF EXTERNAL DIRECTORS) The Board of Directors has recommended reappointing Mr. Amnon Barzilay, Mr. Moni Harel, Mrs. Michal Portman and Mr. Rami Yahav as directors in the Company, and this up until the next Annual Meeting of Shareholders of the Company. Signed declaration pursuant to section 224 B of the Companies Law of each of the above-named directors is attached to this report. For further details concerning the above-named directors, pursuant to section 26 of the Securities Regulations (Periodic and Immediate Report, 5730 - 1970, see the Periodic Report of the Company for the year 2008, which was published on March 31 st , 2009 (reference No.: 2009-01-077460). CHAPTER B - CONVENING THE ANNUAL MEETING OF SHAREHOLDERS ITEM 4 - THE MAJORITY REQUISITE FOR PASSING THE RESOLUTIONS The majority requisite for passing the resolutions set forth in sections 1.2 and 1.3 above is a simple majority of all the votes of the shareholders entitled to vote and participating in the vote at the Meeting. ITEM 5 - PARTICIPATION IN THE MEETING The qualifying date regarding eligibility to participate in and to vote at the General Meeting, pursuant to section 182 (B) of the Companies Law is Monday, November 30 th , 2009 (hereinafter referred to as 'the Qualifying Date' ) The shareholders of the Company are entitled to participate in and to vote at the Meeting or at any adjourned Meeting, whether by themselves or by proxy, and in the case of a corporation - by a duly authorized proxy. Said letter of appointment shall be filed, as stated, in the registered office of the Company, no later than by 48 hours before the date set for convening the Meeting or the adjourned Meeting, and should that not have been done, said letter of appointment shall not be valid. Pursuant to the Companies Regulations (Proof of Share Ownership for the Purpose of Voting at a General Meeting), 5760 - 2000 (hereinafter referred to as 'the Voting Regulations' ), the shareholder in whose favor a share is recorded with a member of the Tel-Aviv Stock Exchange Ltd., in which case said share is included under the shares recorded in the Register of Shareholders in the name of the nominee company, shall furnish the Company with a certificate concerning his ownership of the share on the Qualifying Date, and this pursuant to Form 1 in the Addendum to the Voting Regulations. ITEM 6 - THE QUORUM FOR HOLDING THE MEETING The quorum for holding the Meeting is the presence of two shareholders, either by themselves or by proxies, who hold or represent together a third of the voting power in the Company, within half an hour of the date set for opening the Meeting. If, after half an hour has elapsed, no quorum shall be found, the Meeting shall be adjourned to Monday, January 4 th , 2010, at 11:00 (Israel time) at the offices of the Company, and if forum is not found at the adjourned Meeting within half an hour of the appointed hour, those two shareholders, who are present either by themselves or by proxies - shall constitute quorum. ITEM 7 - VOTING INSTRUMENT AND STATEMENTS When voting so as to approve the resolutions set forth in section 1.3 above, any shareholder is entitled to vote by means of a voting instrument. Such shareholder is likewise entitled to give expression to his position concerning said item by means of a statement. The text of the voting instrument, as well as the text of the statements, as far as those should be in existence, may be found on the distribution website of the Securities Authority (hereinafter referred to as 'the Distribution Website' ), whose address is: www.magna.isa.gov.il, as well as on the Internet website of the Tel-Aviv Stock Exchange Ltd., whose address is: www.maya.tase.co.il. Any shareholder may directly approach the Company and receive from it the text of the voting instrument and the statements. The members of the Exchange shall send, without a consideration, by E-mail, a link to the text of the voting instrument and the statements on the Distribution Website - to any shareholder who is not entered in the Register of Shareholders, and whose shares are registered with that same member of the Exchange, if said shareholder has made it known that he is interested in this, provided that said notification has been given with regard to a particular securities account and at a date preceding the Qualifying Date. The deadline for furnishing the Company with voting instruments (including the documents that have to be attached thereto, as specified in the voting instrument) is 72 hours prior to the date of convening the Meeting. For that matter, 'the Date of Service' shall be the date on which the voting instrument and the attached documents have reached the offices of the Company. ITEM 8 - INSPECTION OF DOCUMENTS It is possible to deposit a letter of appointment and a power of attorney at the Company's offices on 30 Hamasger Street, Tel-Aviv, telephone: 03-5373000, fax: 03-5374000, on any workday at the generally accepted working hours - up until the date of convening the General Meeting. The Company shall make available for inspection by the shareholders in the Company, and pursuant to any provisions of law, a copy of the documents pertaining to the resolutions forming the object of this report, at such address and hours as stated. It is possible to inspect the immediate report also on the Internet website of the Securities Authority, www.magna.isa.gov.il Metis Capital Ltd. 03.12.2009 Finanznachrichten übermittelt durch die DGAP. Medienarchiv unter http://www.dgap-medientreff.de und http://www.dgap.de --------------------------------------------------------------------------- Sprache: Deutsch Unternehmen: Metis Capital Ltd. 30 Hamasger Street 61090 Tel Aviv Israel Telefon: +972 3 5373000 Fax: +972 3 5374000 E-Mail: Guy@metis-capital.com Internet: http://metis-capital.com/ Ende der Mitteilung DGAP News-Service ---------------------------------------------------------------------------
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