TEL-AVIV, Israel, Nov. 2, 2023
/PRNewswire/ -- Ellomay Capital Ltd. (NYSE American: ELLO)
(TASE: ELLO) ("Ellomay" or the "Company"), a renewable
energy and power generator and developer of renewable energy and
power projects in Europe,
USA and Israel, today announced that it will hold its
annual general meeting of shareholders (the "Meeting") at
the Company's offices at 18 Rothschild Boulevard, 1st Floor,
Tel Aviv 6688121, Israel, on Monday,
December 11, 2023, at 3:00
p.m., Israel time, and
thereafter as it may be adjourned or postponed from time to
time.
The agenda of the Meeting will be as follows:
1. Reelection of Shlomo
Nehama, Ran Fridrich, Anita
Leviant and Ehud Gil as
directors;
2. Reelection of Daniel
Vaknin as an external director for a second three-year
term;
3. Election of Dorit Ben
Simon as an external director for a first three-year
term;
4. Approval of the terms of service the external
directors and update to the terms of service of non-executive
directors;
5. Approval of grant of options to the external
directors;
6. Approval of terms of service of Ehud Gil, a member of the Board of
Directors;
7. Approval of grant of options to Ehud Gil, a member of the Board of
Directors;
8. Approval of extension of an exemption previously
provided to Ehud Gil, a member of
the Board of Directors;
9. Approval of an updated compensation policy for
the Company's officers and directors;
10. Approval of update to terms of employment of
Asaf Nehama, the son of Shlomo Nehama, the Company's Chairman of the
Board and a controlling shareholder;
11. Reappointment of Somekh Chaikin, a member of KPMG
International, as the independent auditors of the Company for the
fiscal year ending December 31, 2023
and until the next annual general meeting of the Company's
shareholders, and authorization of the Board of Directors to
approve, following the approval of the Audit Committee, the
remuneration of the independent auditors in accordance with the
volume and nature of their services; and
12. Receipt and consideration of the Auditors' Report and
the Financial Statements of the Company for the fiscal year ended
December 31, 2022. This item does not
require a shareholder vote.
Shareholders of record as of the close of business on
November 7, 2023 will be entitled to
vote at the Meeting or any adjournments or postponements thereof.
The Company plans to mail a proxy statement that describes the
proposals to be considered at the Meeting and a proxy card on or
about November 8, 2023. A proxy
statement and proxy card will also be furnished to the Securities
and Exchange Commission on Form 6-K on or about November 2, 2023.
Each of the resolutions to be presented at the Meeting requires
the affirmative vote of holders of at least a majority of the
ordinary shares voted, in person or by proxy, by a deed of vote or
via the electronic system of the Israel Securities Authority, at
the Meeting on the matter presented for passage. In addition, the
approval of the proposals under Items 2, 3, 5, 6, 7, 8, 9 and 10 is
also required to comply with additional special "disinterested"
voting requirements as set forth in the proxy statement. Item 12
does not require a shareholder vote.
Shareholders wishing to express their position on an agenda item
for the Meeting may do so by submitting a written statement to the
Company's offices at the above address by December 1, 2023. Any position statement received
will be furnished to the SEC on Form 6-K, which will be available
to the public on the SEC's website at http://www.sec.gov and on the
websites of the Israel Securities Authority and Tel Aviv Stock
Exchange at http://www.magna.isa.gov.il or http://maya.tase.co.il/,
respectively. Eligible shareholders may present proper proposals
for inclusion in the Meeting by submitting their proposals to the
Company no later than November 9,
2023.
Shareholders may vote their ordinary shares by means of a deed
of vote or proxy card, which are required to be received by the
Company, along with the documentation set forth in the proxy
statement, by 11:00 a.m.,
Israel time, on December 11, 2023 (four hours prior to the
Meeting), to be counted for the Meeting, or through the electronic
system of the Israel Securities Authority until six hours prior to
the Meeting.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered
with the NYSE American and with the Tel Aviv Stock Exchange under
the trading symbol "ELLO". Since 2009, Ellomay Capital focuses its
business in the renewable energy and power sectors in Europe, USA
and Israel.
To date, Ellomay has evaluated numerous opportunities and
invested significant funds in the renewable, clean energy and
natural resources industries in Israel, Italy, Spain
and Texas, USA, including:
- Approximately 35.9 MW of photovoltaic power plants in
Spain and a photovoltaic power
plant of approximately 9 MW in Israel;
- 9.375% indirect interest in Dorad Energy Ltd., which owns
and operates one of Israel's
largest private power plants with production capacity of
approximately 850MW, representing about 6%-8% of Israel's total current electricity
consumption;
- 51% of Talasol, which owns a photovoltaic plant with a
peak capacity of 300MW in the municipality of Talaván, Cáceres,
Spain;
- Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas
Gelderland B.V., project companies operating anaerobic digestion
plants in the Netherlands, with a
green gas production capacity of approximately 3 million, 3.8
million and 9.5 million Nm3 per year, respectively;
- 83.333% of Ellomay Pumped Storage (2014) Ltd., which is
involved in a project to construct a 156 MW pumped storage hydro
power plant in the Manara Cliff, Israel;
- Ellomay Solar Italy One SRL and Ellomay Solar Italy Two SRL
that are constructing photovoltaic plants with installed capacity
of 14.8 MW and 4.95 MW, respectively, in the Lazio Region,
Italy;
- Ellomay Solar Italy Four SRL, Ellomay Solar Italy Five SRL,
Ellomay Solar Italy Seven SRL, Ellomay Solar Italy Nine SRL and
Ellomay Solar Italy Ten SRL that are developing photovoltaic
projects with installed capacity of 15.06 MW, 87.2 MW, 54.77 MW, 8
MW and 18 MW, respectively, in Italy that have reached "ready to build"
status; and
- Fairfield Solar Project, LLC, Malakoff Solar I, LLC, Malakoff
Solar II, LLC, that are developing photovoltaic projects with
installed capacity of 13 MW, 6.5 MW and 6.5 MW, respectively, in
the Dallas Metropolitan area,
Texas, and have reached "ready to
build" status.
For more information about Ellomay, visit
http://www.ellomay.com.
Information Relating to Forward-Looking Statements
This press release contains forward-looking statements that
involve substantial risks and uncertainties, including statements
that are based on the current expectations and assumptions of the
Company's management. All statements, other than statements of
historical facts, included in this press release regarding the
Company's plans and objectives, expectations and assumptions of
management are forward-looking statements. The use of certain
words, including the words "estimate," "project," "intend,"
"expect," "believe" and similar expressions are intended to
identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company
may not actually achieve the plans, intentions or expectations
disclosed in the forward-looking statements and you should not
place undue reliance on the Company's forward-looking statements.
Various important factors could cause actual results or events to
differ materially from those that may be expressed or implied by
the Company's forward-looking statements, including changes in
electricity prices and demand, continued war and hostilities in
Israel, regulatory changes,
including extension of current or approval of new rules and
regulations increasing the operating expenses of manufacturers of
renewable energy in Spain,
increases in interest rates and inflation, changes in the supply
and prices of resources required for the operation of the Company's
facilities (such as waste and natural gas) and in the price of oil,
the impact of continued military conflict between Russia and Ukraine, technical and other disruptions in
the operations or construction of the power plants owned by the
Company and general market, political and economic conditions in
the countries in which the Company operates, including Israel, Spain, Italy
and the United States. These and
other risks and uncertainties associated with the Company's
business are described in greater detail in the filings the Company
makes from time to time with Securities and Exchange Commission,
including its Annual Report on Form 20-F. The forward-looking
statements are made as of this date and the Company does not
undertake any obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
View original
content:https://www.prnewswire.com/news-releases/ellomay-capital-reports-announces-2023-annual-general-meeting-of-shareholders-301976367.html
SOURCE Ellomay Capital Ltd.