Transaction with a Controlling Paty
12 Février 2009 - 12:47PM
UK Regulatory
TIDM80OA
RNS Number : 2277N
Bank Hapoalim B.M.
12 February 2009
BANK HAPOALIM B.M.
Number at the Registrar: 5200001 18
Securities of the Corporation are listed for trade on the Tel-Aviv Stock
Exchange
Abbreviated Name: Poalim
Street: POB 27, Tel-Aviv 61000
Telephone: 03-567 3800, 03-567 3333, Fax: 03-567 4576
Electronic Mail: YORAM.WEISSBREM@MAILPOALIM.CO.IL
Transmission Date: 05/02/2009
Reference: 030969-01-2009
Securities AuthorityTel Aviv Stock Exchange Ltd.
www.isa.gov.ilwww.tase.co.il
Immediate Report of the Results of the Meeting for Approving a Transaction with
a Controlling Party and/or for Approving a Private Offer
Under Regulation 13 of the Securities (A Transaction between a Company and a
Controlling Party Thereof) Regulations, 5761-2001 or Regulation 22 of the
Securities (A Private Offer of Securities in a Registered Company) Regulations,
5760-2000.
If there were additional subjects on the agenda of the meeting they should be
specified in Clause 3.
1. Following are the results of the general meeting which convened on 5th
February 2009:
2.
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| |
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| 1 |
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| Type of Transaction: Other |
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| Undertaking to indemnify Mrs. Iris Dror |
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| Extract of the Proposed Resolution: |
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| To approve an engagement by the Bank whereby the Bank gives an undertaking in |
| advance to indemnify the director Mrs. Iris Dror, on the same terms as are |
| conferred upon all of the other directors and as set forth in the Immediate |
| Report dated 31st December, 2008 which was sent via Magna the number of which |
| is 376215-01-2008 ("the Immediate Report"), and in the form of the deed of |
| indemnity attached to such report. |
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| The Meeting Resolved: To approve |
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| Number of Shares Participating in the Voting: 981,047,738 |
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| Number of Shares Voting in Favour: 959,394,468 |
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| Number of Shares Participating in the Voting, and which were not Categorized |
| as Shares whose Owners have a Personal Interest: 641,751,989 of which |
| 620,098,719 voted in favour of approving the Transaction |
| Number of Shares Voting Against: 21, 653, 270 |
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| Percentage of Votes in Favour of Approving the Transaction of the Total Number |
| of Voters Who Have No Personal Interest in the Transaction: 96.63% |
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| Percentage of Voters Against, Who Have No Personal Interest in the |
| Transaction, of the Total Number of Voting Rights in the Company: 1.64% |
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| |
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| |
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| 2 |
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| Type of Transaction: Other |
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| Ratification of the terms of the directors' and office holders' liability |
| insurance to be granted to Mrs. Iris Dror, to commence on the day of her |
| appointment to the Board of Directors on 16th November 2008. The aforesaid |
| insurance was renewed on 1st June, 2008, and will expire on 31st May, 2009, as |
| set forth in the Immediate Report. |
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| Extract of the Proposed Resolution: |
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| To ratify the terms of the directors' and office holders liability insurance |
| to be granted to Mrs. Iris Dror, to commence on the day of her appointment on |
| 16th November 2008, which was renewed on 1st June, 2008, and which will expire |
| on 31st May, 2009 ("the Existing Policy"), as set forth in the Immediate |
| Report. |
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| The Meeting Resolved: To approve |
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| Number of Shares Participating in the Voting: 980,907,417 |
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| Number of Shares Voting in Favour: 980,832,759 |
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| Number of Shares Participating in the Voting, and which were not Categorized |
| as Shares whose Owners have a Personal Interest: 641,611,668 of which |
| 641,537,010 voted in favour of approving the Transaction |
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| Number of Shares Voting Against: 74,658 |
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| Percentage of Votes in Favour of Approving the Transaction of the Total Number |
| of Voters Who Have No Personal Interest in the Transaction: 99.99% |
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| Percentage of Voters Against, Who Have No Personal Interest in the |
| Transaction, of the Total Number of Voting Rights in the Company: 0.01% |
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| |
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| |
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| 3 |
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| Type of Transaction: Other |
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| Approval for the purchase of a new policy/ies and/or for the renewal and/or |
| extension of an existing and/or other and/or additional policy/ies for |
| insuring directors' and office holders' liability for Iris Dror after the |
| expiry of the Existing Policy, on terms as set forth in the Immediate Report. |
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| Extract of the Proposed Resolution: |
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| To approve the purchase and/or renewal and/or extension of an existing and/or |
| other and/or additional policy/policies for insuring directors' and office |
| holders' liability after the expiry of the Existing Policy, to be granted to |
| Mrs. Iris Dror, on terms set forth in the Immediate Report. |
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| The Meeting Resolved: To approve |
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| Number of Shares Participating in the Voting: 980,907,417 |
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| Number of Shares Voting in Favour: 980,832,759 |
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| Number of Shares Participating in the Voting, and which were not Categorized |
| as Shares whose Owners have a Personal Interest: 641,611,668 of which |
| 641,537,010 voted in favour of approving the Transaction |
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| Number of Shares Voting Against: 74,658 |
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| Percentage of Votes in Favour of Approving the Transaction of the Total Number |
| of Voters Who Have No Personal Interest in the Transaction: 99.99% |
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| Percentage of Voters Against, Who Have No Personal Interest in the |
| Transaction, of the Total Number of Voting Rights in the Company: 0.01% |
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| |
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3. The Resolutions of the Meeting on Other Matters on the Agenda:
A. A resolution regarding the appointment of an external director, Mr. Imri Tov,
and which was adopted by a special majority as required under the Companies Law,
5759-1999, and as set forth in the immediate report regarding the results of the
meeting which was issued via Magna, on the date of issue of this immediate
report, namely, 5th February, 2009.
B. Moreover, the General Meeting adopted a resolution regarding the approval of
the engagement of the Bank according to which it will give an undertaking in
advance to indemnify Mr. Imri Tov whose appointment was approved by the General
Meeting as set forth in Clause 3(a) above, and also an undertaking in advance to
indemnify all of the directors, including the external directors who may hold
office at the Bank from time to time in the future, and who are not controlling
parties or their relatives (with the exception of Mrs. Iris Dror as to whom the
engagement of the Bank to give an undertaking in advance to indemnify her was
approved as set forth in Clause 1.2 of this immediate report above), on terms
and according to the form of the letter of indemnity which is identical to the
letters of indemnity issued in the past to all of the directors presently in
office at the Bank, as approved by the competent organs of the Bank, and which
was attached as Annex A to the Immediate report. The resolution was approved by
a simple majority, as set forth in the immediate report regarding the results of
the Meeting which was issued via Magna, on the date of issue of this immediate
report, namely 5th February, 2009.
C (1) Moreover, the General Meeting adopted a resolution regarding the
ratification of the terms of the directors' and office holders' liability
insurance, for all of the directors and office holders who hold office at the
Bank, including the external directors and including Mr. Imri Tov (whose
appointment as an external director was approved by the General Meeting as
provided in Clause 3.a. of this immediate report above) and including Mrs. Iris
Dror as set forth above as provided in Clause 2.2 of this immediate report
above.
The aforesaid insurance was renewed on 1st June, 2008 and will expire on 31st
May, 2009 (hereinafter: "the Existing Policy"). The terms of the Existing Policy
conform to the approval given in the past by the General Meeting.
C. (2) Moreover, approval was obtained that the insurances granted to the
directors and the office holders in office at the Bank according to the Existing
Policy also secure all of the directors, including the external directors, and
all the office holders who are not controlling parties of the Bank and/or their
relatives, who may hold office at the Bank from time to time in the future.
C. (3) It was also approved by the Meeting that after the expiry of the Existing
Policy the Bank will purchase a policy or policies for insuring directors' and
office holders' liability, which will grant coverage to all of the directors
(including the external directors who are not controlling parties of the Bank
and/or their relatives) and to all of the office holders who may hold office at
the Bank from time to time, at the time of purchase and/or at any time
thereafter. The purchase of the policy or the policies as aforesaid may be
effected by way of renewing and/or extending the validity of the Existing Policy
and/or any other policies which may be issued in the future and/or purchasing
additional and/or other policies; and all of the foregoing in such manner that
the insurance coverage which shall granted to the directors (including the
external directors) and to the office holders of the Bank in office at any time
in the future, shall not be less than the insurance coverage under the Existing
Policy and also subject to the cumulative conditions set forth in the Immediate
Report.
C. (4) The resolutions set forth in Clauses C(1), C(2), C(3) were approved by a
simple majority, as set forth in the immediate report regarding the results of
the Meeting which was issued via magna, on the date of issue of this immediate
report, namely 5th February, 2009.
4. This report is submitted further to the report/s specified below:
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| Report |Date of Publication | Reference Number |
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| Original | 31st December 2008 | 376215-01-2008 |
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| Amending | 6th January 2009 | 006501-01-2009 |
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Note to the heading of this immediate report on the results of the Meeting:
- This immediate report sets out the results of the meeting for approving a
transaction with a controlling party as required under Regulation 13 of the
Securities (A Transaction between a Company and a Controlling Party Thereof)
Regulations, 5761-2001.
An additional immediate report, setting out the results of the meeting for
approving additional subjects on the agenda of the meeting as required under 36D
of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970, will
be sent separately to the Securities Authority, via Magna, at about the time of
issue of this immediate report, on 5th February, 2009.
Note to Clause 1 - The Extraordinary General Meeting of the shareholders of the
Bank was held on 5th February, 2009 at 10:00 a.m.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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