The agenda of the meeting is as follows:
1 To re-elect Mr. Yochai Hacohen, Mr. Eli Blatt and Ms. Amira Paz 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;
2 To approve a discretionary convertible credit facility arrangement between Fortissimo and the Company, as described in the Proxy Statement;
3 To reappoint Kost, Forer, Gabbay, and Kasierer, a member of Ernst & Young International Ltd., as the Company’s Independent Auditors, for the year ending December 31, 2015 and for such additional period until the next annual general meeting of shareholders;
4 To review the Auditor’s Report and the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2014; and
5 To transact such other business as may properly come before the Meeting or any adjournments thereof.
The Board recommends the approval of each of these proposals.
Proposals 1 and 3 are ordinary resolutions which require the affirmative vote of a majority of the shares 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.
Proposal 2 is a special resolution which is submitted for shareholder approval, following approval of each of (i) the Audit Committee, and (ii) the Board of Directors. Proposal 2 requires 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 shares of shareholders who do not have a personal interest in the resolution are voted in favor of the resolution or (ii) the number of shares of shareholders who do not have a personal interest in the resolution, that were voted against the resolution, does not exceed two percent (2%) of the outstanding voting power in the Company.
The presentation to the shareholders for consideration of the Company’s audited Financial Statements for the fiscal year ended December 31, 2014 described in Proposal 4 does not involve a vote of the company’s 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, 2014 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) 3 915-7553, or by email, at email@example.com.
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 over 3,500 customers 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.