Koor Industries Ltd. ("the Company")
Notice of convening a general meeting of the holders of Debentures (Series H)
of the Company
Notice is hereby given, in connection with the immediate report of the Company on 16 March, 2009 (the Immediate Report"), of the convening of a general meeting of the holders of Debentures (Series H) of the Company, to be held on Tuesday, 31 March, 2009 at 12:30, in the Company's offices, Azrieli Center 3, triangular building (41st floor), Tel Aviv.
Aurora Fidelity Trust Co. Ltd. ("Aurora Fidelity"), which serves as trustee for the holders of the Debentures (Series H) of the Company ("the Debentures (Series H)"), notified the Company of its resignation from its office as trustee for the holders of the Debentures (Series H) under the deed of trust and the provisions of Section 35N(b) of the Securities Law, 5728-1968 ("the Securities Law"). The reason given by Aurora Fidelity for the resignation is that following its provision of trust services for the holders of the Debentures (Series 3), there is concern that Aurora Fidelity will find itself in a position of conflict of interests. Aurora Fidelity also stated that it will continue to serve in its function until the appointment of a replacement trustee by the Company, and that the appointment of the replacement trustee requires the consent of the debenture holders and the approval of the competent court. The Company wishes to appoint Reznick Paz Nevo Trusts Ltd. as trustee for the holders of the Debentures (Series H) to replace Aurora Fidelity, all as described in the Immediate Report.
The resolution on the agenda of the meeting
To approve the appointment of Reznick Paz Nevo Trusts Ltd. as trustee for the holders of Debentures (Series H) of the Company, to replace Aurora Fidelity Trust Co. Ltd.
Place, date and time of the general meeting; determining date; quorum
The meeting will convene on Tuesday, 31 March, 2009, at 12:30, in the Company's offices in Azrieli Center 3, triangular building, 41st floor, Tel Aviv. The time for establishing the eligibility of the debenture holders to attend and vote at the meeting is at the close of trading on 24 March, 2009.
A quorum at the meeting will be constituted if debentures holders are present, themselves or through their legal representatives, who hold at least fifty percent (50%) of the par value of the unsettled balance of the principal of the debentures at that time. If within half an hour of the time set for the start of the meeting a quorum is not present, the meeting will be adjourned to the same day the following week, in the same place and at the same time (without need for additional notice) (i.e. to Tuesday, 7 April, 2009 at 12:30), and if that date is not a business day – to the first business day thereafter (without need for additional notice) or to another day, place and time as the Company decides, and provided that the Company gives notice at least seven (7) days in advance of the meeting adjourned as aforesaid, in the same manner as the notice was given of the original meeting ("the Adjourned Meeting"). At the Adjourned Meeting, a quorum will be constituted if holders of debentures are present, themselves or through their legal representatives, who hold at least ten percent (10%) of the unsettled balance of the principal of the debentures at that time.
In the quorum for holding the meeting as aforesaid and in the count of the voters for the resolution, the votes of the debenture holders who are controlling shareholders in the Company, of companies controlled by the controlling shareholders of the Company and companies related to the Company, will not be taken into account, except whoever of the above is an investor who is one of those listed in the First Addendum to the Securities Law and who is not an investor for itself.
In view of the foregoing, prior to opening the meeting, the holders of the Debentures (Series H) are requested to attend and to declare whether they are controlling shareholders in the Company, a company controlled by the controlling shareholders in the Company or a company related to the Company, and if they are – whether they are an investor who is one of those listed in the First Addendum to the Securities Law and who does not invest for itself.
The debenture holders are entitled to attend and vote at the general meeting themselves or by proxy. A letter of appointment for a proxy must be in writing and signed by the appointer or by its legal representative who is duly empowered in writing, and if the appointer is a corporation, the appointment should be made by written authorization duly signed by the corporation together with confirmation of a lawyer as to the authenticity of the signature. A proxy need not himself be a debenture holder. The letter of appointment and power of attorney or other certificate by which the letter of appointment is signed, or a verified copy of such power of attorney, should be deposited in the office of the Company at least 48 hours prior to the time set for the meeting. Notwithstanding the aforesaid, the chairman of the meeting may, at his discretion, accept such letter of appointment even after that time if he deems it appropriate in his judgment.
Majority required at the general meeting and an adjourned meeting
The majority required for adoption of the resolution on the agenda of the meeting is not less than 75% of the number of votes represented in the ballot and which vote for or against.
At the time of the meeting, the trustee will review for the holders of the Debentures (Series H) the existence of conflicting interests among the holders of the Debentures (Series H), and based on the findings and the circumstances, a class meeting of the holders of the Debentures (Series H) who are present at the meeting and who have conflicting interests, will be held on the same date.
Review of documents
The Immediate Report and the documents mentioned in it can be reviewed in the registered office of the Company, Azrieli Center, triangular building, 44th floor, Tel Aviv, by appointment with the administrative office of the Company, at 03-6075107, on Sunday – Thursday during normal working hours, up to the day of the meeting. A copy of the Immediate Report can be seen on the website of the Securities Authority at www.magna.isa.gov.il.
Koor Industries Ltd.