The agenda of the meeting is as follows:
1. To approve a discretionary convertible credit facility arrangement between Fortissimo and the Company, as described in the Proxy Statement.
2. To ratify and approve an amendment to the Convertible Loan Agreement by and among Fortissimo and certain other lenders and the Company, as described in the Proxy Statement.
3. To approve an annual bonus plan for the Company’s CEO for fiscal year 2015, as described in the Proxy Statement.
4. To approve the payment of an annual bonus in the amount of NIS86,000 to the Company’s CEO for the year ended December 31, 2014.
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 2 are special resolutions which require the affirmative vote of a majority of the Shares present, in person or by proxy, and voting on the matter, provided that either (i) such majority includes at least a majority of the votes of shareholders voting on the matter who do not have a personal interest in the resolution or (ii) the total number of votes against the proposed resolution of shareholders voting on the matter who do not have a personal interest in the resolution does not exceed two percent of the outstanding voting power in the Company.
Proposals 3 and 4 are special resolutions which require 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 are not controlling shareholders and who do not have a personal interest in the resolution are voted in favor of the resolution; or (ii) the total number of shares of shareholders who are not controlling shareholders and who do not have a personal interest in the resolution, voted against the resolution, does not exceed two percent of the outstanding voting power in the Company.
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, 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 protected].
About RadView
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
