Rosh Ha’ain, Israel, May 31, 2018 (GLOBE NEWSWIRE) -- The agenda of the meeting is as follows:
- To elect Ms. Amira Paz, Mr. Shai Beilis, Mr. Menahem Shalgi and Mr, Eyal Shalom, to the Company’s Board of Directors, to serve until the next annual general meeting of shareholders and until their successors have been duly elected and qualified;
- To re-elect Mr. Amir Livne for a fourth term as an external director, to hold office for 3 years, commencing the date of his re-election;
- To approve a new conversion rate of Company’s Preferred Shares and effect the corresponding amendment to the Company’s Memorandum of Association and Articles of Association;
- To approve an amendment to the Convertible Loan Agreement with the Company’s controlling shareholder, Formula Ventures (Holdings) Ltd., and other certain lenders;
- To approve the reverse split of the Company's Ordinary Shares, nominal value NIS 0.01 (at 500:1 ratio) and effect the corresponding amendment to the Company’s Memorandum of Association and Articles of Association;
- To approve an increase of the pool of Company’s Ordinary Shares reserved for issuances under the Company’s share incentive plans;
- To approve an amendment to the Company’s Key Employee Share Incentive Plan (1996), as amended;
- To approve a new Compensation Policy of the Company;
- To approve the Management Services Agreement with the affiliate of the Company’s controlling shareholder, Formula Ventures Ltd.;
- To approve the reimbursement of legal expenses to Company’s controlling shareholder, Formula Ventures (Holdings) Ltd.;
- To approve the compensation plan of the Company’s directors (excluding executive and external directors);
- To approve the compensation plan of the Company’s CEO including the grant of options to purchase Company’s Ordinary Shares;
- To reappoint Kost, Forer, Gabbay, and Kasierer, a member of Ernst & Young International Ltd., as the Company’s Independent Auditors, for the years ending December 31, 2016 and December 31, 2017 and for such additional period until the next annual general meeting of shareholders;
- To review the Auditor’s Report and the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2016.
The Board recommends the approval of each of these proposals.
Proposals No. 1, 6, 7, 11, 12, and 13 are ordinary resolutions which require the affirmative vote of a majority of the Shares (as defined in the proxy statement) voted in person or by proxy at the Meeting on the matter presented for passage. The votes of all shareholders voting on the matter will be counted.
Proposals No. 2, 3, 4, 8, 9 and 10 are special resolutions which require the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter, provided that either (i) at least a majority of the voted shares of shareholders who are not Controlling shareholders and who do not have a Personal Interest in the resolution are voted in favor of the adoption of the resolution, disregarding abstentions; or (ii) the total number of shares of shareholders, who are not Controlling shareholders and who do not have a Personal Interest in the resolution voted against the adoption of the resolution does not exceed 2% of the outstanding voting power in the Company. For this proposal, a Personal Interest does not include an interest in the resolution that is not as a result of ties to a Controlling shareholder.
Proposal No. 3 and 5 require the affirmative vote of the holders of 75% of the Shares present, or represented, and voting thereon at the Meeting. The votes of all shareholders voting on the matter will be counted.
The grant of options to the Chief Executive Officer, Mr. Eyal Shalom, proposed in Proposal No. 12, is subject to the approval of the increase to the number of options available for issuance under the Company’s share incentive plans (Proposal No. 6), and the amendment to the Company’s Key Employee Share Incentive Plan (1996), as amended (Proposal No. 7).
The presentation to the Company’s shareholders for consideration of the Company’s audited Financial Statements for the fiscal year ended December 31, 2016 described in Proposal No. 14 does not involve a vote of the shareholders.
The presence, in person or by proxy, of at least two shareholders holding at least 33⅓% of the voting rights, will constitute a quorum at the Meeting. If within one-half of an hour from the time appointed for the Meeting a quorum is not present, the Meeting will be adjourned to the same day in the next week, at the same time and place, or to such day and at such other time and place as the Chairman of the Meeting may determine with the consent of a majority of the voting power present at the meeting, in person or by proxy, and voting on the question of adjournment.
Additional Information and Where to Find It
In connection with the meeting, RadView will send to its shareholders as of the record date a proxy statement describing the various matters to be voted upon at the meeting, along with a proxy card enabling them to indicate their vote on each matter. Copies of the resolutions to be adopted at the meeting, and the Company’s Financial Statements for the year ended December 31, 2016 will be available to any shareholder entitled to vote at the meeting, at the Company’s offices during regular business hours or upon written request, submitted to the Company. You can contact the Company by phone at (972) 3 915-7060, by facsimile at (972) 3 915-7011, or by email, at omerl@radview.com.
About RadView
RadView Software Ltd. develops, sells, and supports WebLOAD, the world´s best value commercial-grade load and performance testing solution for internet applications. Deployed at customers from various sectors and built with nearly 300 engineering man years, WebLOAD improves the Internet experience for everyone by helping organizations build higher quality internet applications and launching them with confidence. Visit www.radview.com or call 1-888-RADVIEW