5 Apr 2013 07:00
EMBLAZE LTD - Result of AGMEMBLAZE LTD - Result of AGM
PR Newswire
London, April 4
Herzeliya, Israel, 05 April 2013: The following resolutions were passed at theEmblaze Ltd. Annual General Meeting held on 04 April 2013 (the "Meeting"):
* Resolution number 1 to receive the report of the Directors and the Accounts for the year ended 31 December 2012; * Resolution number 2 to re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as auditor of the Company until the conclusion of the next annual general meeting of the Company and to authorize the Company's Board, with the approval of the audit committee of the Board, to determine their remuneration; * Resolutions number 3, 5, 6, 7, 8 and 9 to re-elect Mr. Naftali Shani, Mr. Nahum Admoni, Mr. Shmuel Barashi, Mr. Yuval Cohen, Mr. Shimon Laor and Ms. Hagit Gal, respectively, as directors until the conclusion of the next annual general meeting; * Resolution number 10 to ratify and approve the election of Mr. Ilan Flato as an external director for a third term of three years commencing 7 December 2012; * Resolution number 11 to elect Mr. Zvi Shur as an external director for a third term of three years commencing 24 November 2013; * Resolution number 12 to approve the adoption by the Company of the Remuneration Committee Policy; * Resolution number 13 to approve the directors' remuneration as set forth in the Remuneration Report attached to the Company's 2012 Report and Accounts and to confirm the decisions of the Remuneration Committee as approved by the Company's Board of Directors; * Resolution number 14 to approve the following amendments to the Company's Articles of Association:to delete and revise Articles 12.1 and 14.1, respectively, to read thefollowing:
12.1 "Shareholders Register" shall mean the Register of Shareholders that is tobe kept pursuant to the Israeli Companies Law or, if the Company shall keep abranch register or registers ("Registrar"), any such Registrar, as the case maybe. Subject to and in accordance with the provisions of the Israeli CompaniesLaw and to all orders and regulations issued thereunder, the Company may causea Registrar or Registrars of Shareholders to be kept at any place outside ofIsrael as the Board may think fit and, subject to all applicable requirementsof law, the Board may from time to time adopt such rules and procedures as itmay think fit in connection with the keeping of such Registrar or Registrars.
14.1 Share certificates shall be issued in the form and manner as may bedetermined from time to time by the Company, or its Registrar/s, and under theCompany's Seal. "Seal" shall mean the Company's name typed or printed, whetherin laser or embossed;
* Resolution number 15 to resolve that the Board be generally and
unconditionally authorized to exercise all powers of the Company to allot
Relevant Shares (as defined in the Articles) up to an aggregate nominal
amount of NIS 350,000 provided that this authority shall expire at the
conclusion of the next Annual General Meeting of the Company following the
passing of the resolution or, if earlier, on the date being 15 months
following the passing of the resolution, save that the Company may before
such expiry make an offer or agreement which would or might require
Relevant Shares to be allotted after such expiry and the Board may allot
Relevant Shares in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired;
* Resolution number 16 to resolve, due to the passing of resolution 15, that
the Board be empowered to allot Equity Securities (as defined in the
Articles of Association) for cash, pursuant to the authority conferred by
the previous resolution, as if Article 4.2 of the Articles of Association
did not apply to any such allotment, provided that this power shall be
limited:
a. to the allotment of Equity Securities in connection with a rights issue in
favour of Ordinary Shareholders where the Equity Securities respectively attributable to the interests of all Ordinary Shareholders are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them;b. to the allotment (otherwise than pursuant to sub-paragraph (i) above) of
Equity Securities up to an aggregate nominal value of NIS 50,000;
c. to the allotment of Equity Securities pursuant to an employee share option
plan that has been approved by a resolution of the Shareholders of the
Company;
and that such power shall (except in relation to Equity Securities allottedpursuant to such an employee share option plan) expire at the conclusion of thenext Annual General Meeting of the Company following the passing of theresolution or, if earlier, on the date being 15 months following the passing ofthe resolution, save that the Company may before such expiry make an offer oragreement which would or might require Equity Securities to be allotted aftersuch expiry and the Board may allot equity securities in pursuance of such anoffer or agreement as if the power conferred hereby had not expired.
Mr. Shani withdrew his consent to serve as an executive after November thisyear in consideration of the UK best practice recommendations that the roles ofchairman and chief executive should not be exercised by the same person.Therefore, prior to the Meeting, item number 4 was removed from the proposedresolutions for the Meeting.
Enquiries:
Piers Coombs, Canaccord Genuity Ltd +44 20 7523 8000
Hagit Gal, Emblaze Ltd. hagit.gal@emblaze.com
The Emblaze Group is traded on the London Stock Exchange (LSE: BLZ) since 1996.www.emblaze.com