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Annual General Meeting of Shareholders - December 23, 2009 at 5:00 PM (Israel time) 26/11/2009 Notice is hereby given that an
Annual General Meeting of Shareholders (“AGM”)
of Advanced Vision Technology (A.V.T.) Ltd. (the “Company”)
will be held on December 23, 2009 at 5:00 PM (Israel time)
at the Company’s head office at 6 Hanagar St., Neve Ne’eman Hod Hasharon. If within an hour from the time appointed for the AGM, a quorum, according to the Company’s Articles of Association (i.e., two or more shareholders present in person or by proxy), is not present, the meeting shall be dissolved and shall stand adjourned to December 30, 2009, at the same time and place as set forth above. According to the provisions of the Company’s Articles of Association, at such adjourned meeting, any two (2) shareholders present in person or by proxy, shall constitute a quorum.
The agenda of this AGM shall be to: (i) review and discuss the Company’s 2008 financial statements and (ii) to vote upon the following proposed resolutions:
1. To approve the payment of NIS 37,467 to Ms. Nurit Nahum, who is a director of the Company and the General Manager of Ronin Investments Managing Company Ltd. (herein: "Ronin"), which owns a majority of the outstanding shares of the Company, in respect of her service as a director of the Company during the period between February 2008 and December 2008 (i.e., from her appointment to the board of directors of the Company and until the date of the AGM of 2008).
2. To approve the payment of NIS 29,527 to Mr. Ofer Ne’eman, who is a director of the Company and who is a business affiliate of the major shareholder in Ronin, in respect of his service as a director of the Company during the period between March 2008 and December 2008 (i.e., from his appointment to the board of directors of the Company and until the date of the AGM of 2008).
3. To re-appoint the firm of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young International, as the Company’s independent auditors for the fiscal year ending December 31, 2009 and to authorize the Board of Directors to set its compensation.
The approval of items 1 and 2 above require the affirmative vote of the holders of a majority of the voting power in the Company present, in person or by proxy, and voting on the matter, provided that either
(i) such majority includes at least one third of the votes of shareholders voting on the matter who do not have a personal interest in the proposed resolution or
(ii) the total number of votes against the proposed resolution, by shareholders voting on the matter who do not have a personal interest in the proposed resolution, does not exceed one percent of the outstanding voting power in the Company.
Applicable law requires every shareholder to disclose whether they have a personal interest in these proposed resolutions.
Registered shareholders of record at the close of business on December 9, 2009 (“Record Day”) will be entitled to attend and to vote at the AGM.
As of November 18, 2009 5,313,128 shares are outstanding and entitled to vote.
The binding notice of the AGM (in the English language) may be obtained free of charge at the registered office of the company and at Deutsche Bank AG, TSS/GES, Post IPO Services, 60262 Frankfurt am Main. E-mail core.empfo@db.com.
Co-owners of the registered shares of Advanced Vision Technology (A.V.T.) Ltd., which are registered in the name of Clearstream Banking AG (“CBF”), Frankfurt am Main, and are deposited in the form of a global certificate at CBF have to notice the following:
Basically CBF will not execute the right to attend and to vote at the AGM which is given to CBF due to the registration of the registered shares in the name of CBF. Upon request CBF will offer to attend the AGM and/or to vote in the name of CBF to the co-owners on behalf of which the registered shares are booked or on behalf of which a person has been named. The authorized co-owner is asked to apply for a power of attorney from CBF up to the amount of the respective co-ownership as of Record Day until December 17, 2009 via the custodian bank at Deutsche Bank AG, Frankfurt am Main.
Hod Hasharon, in November 2009 Board of Directors
Frankfurt am Main, in November 2009
on behalf of ADVANCED VISION TECHNOLOGY (A.V.T.) LTD.
Deutsche Bank
Aktiengesellschaft |
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