Rosh Ha’ain, Israel, September 3, 2020 (GLOBE NEWSWIRE) – RadView Software Ltd. (OTCMKTS:RDVWF) today announced that its Annual General Meeting of Shareholders will be held on Thursday, October 15, 2020, at 15:00 (Israel time), at the offices of the Company, 13 Ha’Amal Street, Park Afek, Rosh Ha’Ain, Israel. The record date for the meeting is September 8, 2020.
The agenda of the meeting is as follows:
- To re-elect and elect (as the case may be) Mr. Shai Beilis, Mr. Eyal Shalom, Mr. Avi Fried, Mr. Ori Gal and Mr. Assaf Katan 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 elect Ms. Orna Mintz-Dov as an external director, to hold office for 3 years, starting from the date of her election;
- To elect Mr. Hillik Nissani as an external director, to hold office for 3 years, commencing the date of his election;
- To set the compensation of the External Directors;
- To approve the renewal of the Company’s directors’ and officers’ liability insurance policy;
- To authorize and approve the execution, delivery and performance by the Company of that certain investment agreement by and among the Company and Formula Ventures (Holdings) Ltd, Avi Fried, Ori Gal, Amit Bendov and Michael Chill;
- To approve an amendment to the Convertible Loan Agreement with the Company’s controlling shareholder, Formula Ventures (Holdings) Ltd, and certain other lenders;
- To approve the Management Services Agreements with each of the Company’s controlling shareholders, Formula Ventures Ltd, Avi Fried and Ori Gal.
- To approve indemnification and exemption agreements in the Company’s customary form with each of Shai Beilis, Avi Fried, Ori Gal, Hillik Nissani, Orna Mintz-Dov and Assaf Katan and with any other of the Company’s directors and officers as shall be elected or appointed from time to time.
- To approve a reverse split of the Company’s ordinary Shares at a ratio of 1,000:1, and to effect the corresponding amendments to the Company’s Memorandum of Association and Articles of Association.
- To Amend the Company’s Articles of Association to remove references to Preferred Shares and Preferred Directors.
- To reappoint Kost, Forer, Gabbay, and Kasierer, a member of Ernst & Young International Ltd., as the Company’s Independent Auditors, for the fiscal years ending December 31, 2019 and December 31, 2020 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, 2018.
Proposals No. 1, 4, 11 and 12 are ordinary resolutions, which require the affirmative vote of a majority of the shares. Proposals 2, 3, 5-10 are special resolutions, which have other majority requirements, as more fully described in the Proxy Statement.
The presentation to the shareholders of the Company’s audited Financial Statements for the fiscal year ended December 31, 2018 described in Proposal 13 does not involve a vote of the Company’s shareholders.
The Board recommends the approval of each of these proposals.
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, 2018 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 firstname.lastname@example.org.
RadView helps companies to perfect their web and mobile applications with the most reliable and flexible performance engineering platform available, for more than 25 years. We address the performance requirements of such applications throughout their product life-cycle, from initial design through development, deployment, and ongoing changes and upgrades.
Visit www.radview.com or call 1-888-RADVIEW.