Exhibit 99.1
Form-T
Israeli Corporations
No. at the Registrar: 11
| To: Israel Securities Authority | | To: The Tel Aviv Stock Exchange Ltd | | T049 (Public) | Transmitted by MAGNA: Ref.: |
| www.isa.gov.il | www.tase.co.il | |
Immediate Report on the Results of a General Meeting
Regulation 36D of the Securities Regulations (Immediate and Periodic Reports) 5730-1970
Regulation 13 of the Securities Regulations (Transaction between a Company and its Controlling Shareholder) 5761-2001
Regulation 22 of the Securities Regulations (Private Offering of Securities in a Listed Company) 5760-2000
Note: This form is used for reporting any type of meetings.
Clarification: This form must be completed for all types of securities for which a notice of meeting has been issued (T-460)
1. Identification no. of the meeting: 2021-01-000711
Number of the security listed on the Stock Exchange entitling its holder to participate in the meeting: 1137256
Name of the entitling security on the Stock Exchange: ABIL
2. At a meeting convened on February 9, 2021, the convening of which was published in a form with the reference number 2021-01-000711, and the issues on which agenda and resolutions discussed therein were:
Note: The issues should be filled in as they appear on the latest Form T-460 issued in connection with the said meeting.
| Serial no. | The issue |
| 1 | Discussion of our financial statements for the year ended December 31, 2019 |
Summary of the issue: Discussion of our financial statements for the year ended December 31, 2019.
Summary of the proposed resolution: For discussion only
The meeting has resolved:
The necessary majority for approval:
Classification of the resolution under sections of the Companies Law (excluding sections 275 and 320(f) of the Companies Law):
Transaction between the Company and its controlling shareholder under Sections 275 and 320(f) of the Companies Law: No
Transaction type / Vote issue: ________________
| Serial no. | The issue |
| 2 | Re-appointment of Mr. Anatoly Hurgin (Chairman of the board of directors) until the end of the next Annual General Meeting |
Summary of the issue: Re-appointment of Mr. Anatoly Hurgin (Chairman of the board of directors) until the end of the next Annual General Meeting.
Summary of the proposed resolution: To approve the re-appointment of Mr. Anatoly Hurgin as a director of the Company for an additional term of office as a director.
The meeting has resolved: Approve
The necessary majority for approval: Regular majority
Classification of the resolution under sections of the Companies Law (excluding sections 275 and 320(f) of the Companies Law): Appointment or dismissal of a director under Sections 59 and 230 of the Companies Law
Transaction between the Company and its controlling shareholder under Sections 275 and 320(f) of the Companies Law: No
Transaction type / Vote issue: ________________
| Serial no. | The issue |
| 3 | Re-appointment of Mr. Alexander Aurovsky until the end of the next Annual General Meeting. |
Summary of the issue: Re-appointment of Mr. Alexander Aurovsky until the end of the next Annual General Meeting.
Summary of the proposed resolution: To approve the re-appointment of Mr. Alexander Aurovsky as a director of the Company for an additional term of office as a director.
The meeting has resolved: Approve
The necessary majority for approval: Regular majority
Classification of the resolution under sections of the Companies Law (excluding sections 275 and 320(f) of the Companies Law): Appointment or dismissal of a director under Sections 59 and 230 of the Companies Law
Transaction between the Company and its controlling shareholder under Sections 275 and 320(f) of the Companies Law: No
Transaction type / Vote issue: ________________
| Serial no. | The issue |
| 4 | Re-appointment of the accounting firm of BDO Ziv Haft C.P.A.s as the auditors of the Company until the end of the next Annual General Meeting |
Summary of the issue: Re-appointment of the accounting firm of BDO Ziv Haft C.P.A.s as the auditors of the Company until the end of the next Annual General Meeting.
Summary of the proposed resolution: To approve the re-appointment accounting firm BDO Ziv Haft C.P.A.s (the “auditor”) as the Company’s auditors until the end of the next Annual General Meeting and to authorize the Company’s board of directors to determine the auditor’s remuneration for its audit services and for additional services in accordance with the nature and scope of mentioned services rendered by the auditor to the Company..
The meeting has resolved: Approve
The necessary majority for approval: Regular majority
Classification of the resolution under sections of the Companies Law (excluding sections 275 and 320(f) of the Companies Law):
Transaction between the Company and its controlling shareholder under Sections 275 and 320(f) of the Companies Law: No
Transaction type / Vote issue: ________________
| Serial no. | The issue |
| 5 | Approval of the Appointment of Mr. Amir Ariel as an External Director of the Company. |
Approval of the Appointment of Mr. Amir Ariel as an External Director of the Company.
Summary of the proposed resolution: to approve the Appointment of Mr. Amir Ariel as an External Director of the Company
The meeting has resolved: Approve
The necessary majority for approval: Special majority
Classification of the resolution under sections of the Companies Law (excluding sections 275 and 320(f) of the Companies Law): Appointment / extension of an external director’s term under Sections 239(b) or 245 of the Companies Law
Transaction between the Company and its controlling shareholder under Sections 275 and 320(f) of the Companies Law: No
Transaction type / Vote issue:
| Serial no. | The issue |
| 6 | Approval of the terms of service and employment Mr. Amir Ariel as an external director in the Company. |
Summary of the issue: Approval of the terms of service and employment of Mr. Amir Ariel as an external director in the Company.
Summary of the proposed resolution: To approve terms of service and employment of Mr. Amir Ariel as an external director in the Company.
The meeting has resolved: Approve
The necessary majority for approval: Regular majority
Classification of the resolution under sections of the Companies Law (excluding sections 275 and 320(f) of the Companies Law): Transaction with a director as to the terms of his employment under section 273 (a) of the Companies Act
Transaction between the Company and its controlling shareholder under Sections 275 and 320(f) of the Companies Law: No
Transaction type / Vote issue: ________________
| Serial no. | The issue |
| 7 | Appointment of the Company’s CEO, Mr. Anatoly Hurgin, as Chairman of the Company’s board of directors |
Summary of the issue: Appointment of the Company’s CEO, Mr. Anatoly Hurgin, as Chairman of the Company’s board of directors.
Summary of the proposed resolution: To approve the Appointment of the Company’s CEO, Mr. Anatoly Hurgin, as Chairman of the Company’s board of directors.
The meeting has resolved: Approve
The necessary majority for approval: Special majority
Classification of the resolution under sections of the Companies Law (excluding sections 275 and 320(f) of the Companies Law): Authorization of the Chairman of the Board to fill the position of CEO or vice versa in accordance with section 121 (c) of the Companies Law
Transaction between the Company and its controlling shareholder under Sections 275 and 320(f) of the Companies Law: No
Transaction type / Vote issue: ________________
Details of votes on resolutions for which the necessary majority for approval is not an ordinary majority:
1.
| a) | Summary of the issue: Discussion of our financial statements for the year ended December 31, 2019 |
| b) | The meeting has resolved: for discussion only |
| c) | The subject of the proposed resolution: ________________ |
| | Amount | The number of shares /
securities that voted in
favor of the resolution | The number of shares /
securities that voted
against the resolution |
| Total voting rights | _________ | | |
| The number of shares / securities participating in the vote | | | |
| The number of shares / securities included in the count of votes for the vote | | Amount: Their share of the Amount: | Amount: 0 Their share of the Amount: 0% |
| The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest (1) | | Amount: Their share (2): | Amount: 0 Their share (2): 0% |
General: the share of the amount relates to the Amount column in the same line.
(1) The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest / as shares that are not controlling shareholders or have a personal interest in approving the appointment of an external director, excluding a personal interest that is not the result of any association with the controlling shareholder.
(2) The percentage of the vote in favor of / against the transaction’s approval out of the total number of voters who do not have a personal interest in the transaction / are not controlling shareholders or have a personal interest in approving the appointment, excluding a personal interest that is not the result of any association with the controlling shareholder.
Percentage of votes in favor of approving the transaction out of the total number of voters who are not controlling shareholders / do not have a personal interest in the resolution’s approval: 100%
Percentage of opposing votes out of the total voting rights of the company: 0%
Note: an explanation must be provided if the number of shares participating in the vote is larger than the number of shares included in the count of votes.
The company has classified a shareholder who voted against the transaction as having a personal interest: No
The company has classified a shareholder differently than such shareholder classified itself: No
2.
| a) | Summary of the issue: Re-appointment of Mr. Anatoly Hurgin (Chairman of the board of directors) until the end of the next Annual General Meeting. |
| b) | The meeting has resolved: Approve |
| c) | The subject of the proposed resolution: ________________ |
| | Amount | The number of shares /
securities that voted in
favor of the resolution | The number of shares /
securities that voted
against the resolution |
| Total voting rights | | | |
| The number of shares / securities participating in the vote | | | |
| The number of shares / securities included in the count of votes for the vote | | Amount: Their share of the Amount: | Amount: Their share of the Amount: |
| The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest (1) | | Amount: Their share (2): | Amount: Their share (2): |
General: the share of the amount relates to the Amount column in the same line.
(1) The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest / as shares that are not controlling shareholders or have a personal interest in approving the appointment of an external director, excluding a personal interest that is not the result of any association with the controlling shareholder.
(2) The percentage of the vote in favor of / against the transaction’s approval out of the total number of voters who do not have a personal interest in the transaction / are not controlling shareholders or have a personal interest in approving the appointment, excluding a personal interest that is not the result of any association with the controlling shareholder.
Percentage of votes in favor of approving the transaction out of the total number of voters who are not controlling shareholders / do not have a personal interest in the resolution’s approval: %
Percentage of opposing votes out of the total voting rights of the company: %
Note: an explanation must be provided if the number of shares participating in the vote is larger than the number of shares included in the count of votes.
The company has classified a shareholder who voted against the transaction as having a personal interest: No
The company has classified a shareholder differently than such shareholder classified itself:
3.
| a) | Summary of the issue: Re-appointment of Mr. Alexander Aurovsky until the end of the next Annual General Meeting |
| b) | The meeting has resolved: approve |
| c) | The subject of the proposed resolution: ________________ |
| | Amount | The number of shares /
securities that voted in
favor of the resolution | The number of shares /
securities that voted
against the resolution |
| Total voting rights | | | |
| The number of shares / securities participating in the vote | | | |
| The number of shares / securities included in the count of votes for the vote | | Amount: Their share of the Amount: | Amount: 0 Their share of the Amount: 0% |
| The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest (1) | | Amount: Their share (2): | Amount: 0 Their share (2): 0% |
General: the share of the amount relates to the Amount column in the same line.
(1) The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest / as shares that are not controlling shareholders or have a personal interest in approving the appointment of an external director, excluding a personal interest that is not the result of any association with the controlling shareholder.
(2) The percentage of the vote in favor of / against the transaction’s approval out of the total number of voters who do not have a personal interest in the transaction / are not controlling shareholders or have a personal interest in approving the appointment, excluding a personal interest that is not the result of any association with the controlling shareholder.
Percentage of votes in favor of approving the transaction out of the total number of voters who are not controlling shareholders / do not have a personal interest in the resolution’s approval: 100%
Percentage of opposing votes out of the total voting rights of the company: 0%
Note: an explanation must be provided if the number of shares participating in the vote is larger than the number of shares included in the count of votes.
The company has classified a shareholder who voted against the transaction as having a personal interest: No
The company has classified a shareholder differently than such shareholder classified itself: No
4.
| a) | Summary of the issue: Re-appointment of the accounting firm of BDO Ziv Haft C.P.A.s as the auditors of the Company until the end of the next Annual General Meeting. |
| b) | The meeting has resolved: Approve |
| c) | The subject of the proposed resolution: ________________ |
| | Amount | The number of shares /
securities that voted in
favor of the resolution | The number of shares /
securities that voted
against the resolution |
| Total voting rights | | | |
| The number of shares / securities participating in the vote | | | |
| The number of shares / securities included in the count of votes for the vote | | Amount: Their share of the Amount: | Amount: Their share of the Amount: |
| The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest (1) | | Amount: Their share (2): | Amount: Their share (2): |
General: the share of the amount relates to the Amount column in the same line.
(1) The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest / as shares that are not controlling shareholders or have a personal interest in approving the appointment of an external director, excluding a personal interest that is not the result of any association with the controlling shareholder.
(2) The percentage of the vote in favor of / against the transaction’s approval out of the total number of voters who do not have a personal interest in the transaction / are not controlling shareholders or have a personal interest in approving the appointment, excluding a personal interest that is not the result of any association with the controlling shareholder.
Percentage of votes in favor of approving the transaction out of the total number of voters who are not controlling shareholders / do not have a personal interest in the resolution’s approval: %
Percentage of opposing votes out of the total voting rights of the company: %
Note: an explanation must be provided if the number of shares participating in the vote is larger than the number of shares included in the count of votes.
The company has classified a shareholder who voted against the transaction as having a personal interest: No _
The company has classified a shareholder differently than such shareholder classified itself: No
5.
| a) | Summary of the issue: Approval of the Appointment of Mr. Amir Ariel as an External Director of the Company. |
| b) | The meeting has resolved: Approve |
| c) | The subject of the proposed resolution: ________________ |
| | Amount | The number of shares /
securities that voted in
favor of the resolution | The number of shares /
securities that voted
against the resolution |
| Total voting rights | 7,972,394 | | |
| The number of shares / securities participating in the vote | 3,028,403 | | |
| The number of shares / securities included in the count of votes for the vote | 3,028,403 | Amount: 2,883,728 Their share of the Amount: 95.22% | Amount: 131,173 Their share of the Amount: 4.33% |
| The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest (1) | 3,014,315 | Amount: 2,869,640 Their share (2): 95.20% | Amount: 131,173 Their share (2): 4.35% |
General: the share of the amount relates to the Amount column in the same line.
(1) The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest / as shares that are not controlling shareholders or have a personal interest in approving the appointment of an external director, excluding a personal interest that is not the result of any association with the controlling shareholder.
(2) The percentage of the vote in favor of / against the transaction’s approval out of the total number of voters who do not have a personal interest in the transaction / are not controlling shareholders or have a personal interest in approving the appointment, excluding a personal interest that is not the result of any association with the controlling shareholder.
Percentage of votes in favor of approving the transaction out of the total number of voters who are not controlling shareholders / do not have a personal interest in the resolution’s approval: 95.20%
Percentage of opposing votes out of the total voting rights of the company: 1.65%
Note: an explanation must be provided if the number of shares participating in the vote is larger than the number of shares included in the count of votes.
The company has classified a shareholder who voted against the transaction as having a personal interest: No
The company has classified a shareholder differently than such shareholder classified itself: No
6.
| a) | Summary of the issue: Approval of the terms of service and employment Mr. Amir Ariel as an external director in the Company |
| b) | The meeting has resolved: Approve |
| c) | The subject of the proposed resolution: ________________ |
| | Amount | The number of shares /
securities that voted in
favor of the resolution | The number of shares /
securities that voted
against the resolution |
| Total voting rights | | | |
| The number of shares / securities participating in the vote | | | |
| The number of shares / securities included in the count of votes for the vote | | Amount: Their share of the Amount: | Amount: Their share of the Amount: |
| The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest (1) | | Amount: Their share (2): | Amount: Their share (2): |
General: the share of the amount relates to the Amount column in the same line.
(1) The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest / as shares that are not controlling shareholders or have a personal interest in approving the appointment of an external director, excluding a personal interest that is not the result of any association with the controlling shareholder.
(2) The percentage of the vote in favor of / against the transaction’s approval out of the total number of voters who do not have a personal interest in the transaction / are not controlling shareholders or have a personal interest in approving the appointment, excluding a personal interest that is not the result of any association with the controlling shareholder.
Percentage of votes in favor of approving the transaction out of the total number of voters who are not controlling shareholders / do not have a personal interest in the resolution’s approval: %
Percentage of opposing votes out of the total voting rights of the company: %
Note: an explanation must be provided if the number of shares participating in the vote is larger than the number of shares included in the count of votes.
The company has classified a shareholder who voted against the transaction as having a personal interest: No
The company has classified a shareholder differently than such shareholder classified itself: No
| a) | Summary of the issue: Approval of the Appointment of the Company’s CEO, Mr. Anatoly Hurgin, as Chairman of the Company’s board of directors. |
| b) | The meeting has resolved: Approve |
| c) | The subject of the proposed resolution: ________________ |
| | Amount | The number of shares /
securities that voted in
favor of the resolution | The number of shares /
securities that voted
against the resolution |
| Total voting rights | 7,972,394 | | |
| The number of shares / securities participating in the vote | 3,028,403 | | |
| The number of shares / securities included in the count of votes for the vote | 3,028,403 | Amount: 2,886,258 Their share of the Amount: 95.31% | Amount: 128,643 Their share of the Amount: 4.25% |
| The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest (1) | 1,602,535 | Amount: 1,460,390 Their share (2): 91.13% | Amount: 128,643 Their share (2): 8.03% |
General: the share of the amount relates to the Amount column in the same line.
(1) The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest / as shares that are not controlling shareholders or have a personal interest in approving the appointment of an external director, excluding a personal interest that is not the result of any association with the controlling shareholder.
(2) The percentage of the vote in favor of / against the transaction’s approval out of the total number of voters who do not have a personal interest in the transaction / are not controlling shareholders or have a personal interest in approving the appointment, excluding a personal interest that is not the result of any association with the controlling shareholder.
Percentage of votes in favor of approving the transaction out of the total number of voters who are not controlling shareholders / do not have a personal interest in the resolution’s approval: 91.13%
Percentage of opposing votes out of the total voting rights of the company: 1.61%
Note: an explanation must be provided if the number of shares participating in the vote is larger than the number of shares included in the count of votes.
The company has classified a shareholder who voted against the transaction as having a personal interest: No _
The company has classified a shareholder differently than such shareholder classified itself: No
3. Details of meeting voters who are institutional, interested parties or senior officers:
Please note, by double-clicking you can unselect the option to attach a file or to complete the table.
| | o | PDF file ______. The file will include, for each voter, the information required on this form. |
Note: following the Notice for Corporations, the Processing of Voting Results Tool, which can help generate the information required for reporting, may be used. Under the law, the responsibility for the correctness and completeness of the information applies only to the reporting corporation. Following a trial period of several months, the option of reporting the information of the institutional votes on a PDF file will be canceled and reporting will only be done in a uniform format (TXT) as defined.
The Processing of Voting Results Tool is available or download here.
| | o | Details of the vote according to the numeration of the issues detailed in Section 1 above. |
| Serial # | Numbering
in the
Agenda | Last Name of
Shareholder or
Securities
Holder / Corporation
Name (Hebrew) (1) | First Name of
Shareholder
or Securities
Holder | Amount of
Securities | Personal
Interest (2) | Manner of
Voting | Voting
Ballot /
Proxy |
1 | Subject _________ | _________ | _________ | _________ | _________ | _________ | _________ |
The form can contain up to 40 lines (each line containing information about one securities holder that has voted at the meeting). In the event of a voter list that exceeds 40, the details of the additional voters must be completed on another form.
Explanations:
(1) The full name must be filled in as it appears in the Registrar of Companies or on the ID card.
(2) Whether it is a personal interest of the shareholder or securities holder or a personal interest of their proxy. This column will be completed according to the following:
| ● | In the event of the approval of a dual chairman – CEO tenure (under Section 121(c) of the Companies Law): “Yes” will be marked for a voter who is a controlling shareholder or has personal interest in the resolution’s approval; |
| ● | In the event of an appointment of an external director (under Section 239(b) of the Companies Law): “Yes” will be marked for a voter who is a controlling shareholder or has personal interest in the resolution’s approval, excluding a personal interest that is not the result of any association with the controlling shareholder |
| ● | In the event of an extraordinary transaction with a controlling shareholder or in which the controlling shareholder has a personal interest (under Section 275 of the Companies Law): “Yes” will be marked for a voter who has a personal interest in the transaction’s approval; |
| ● | In the event of a resolution under Section 350 of the Companies Law or a resolution to change the deed of trust at a meeting of debenture holders: “Yes” will be marked for a voter who has a personal interest, according to the resolution. |
Last name of shareholder or securities holder (Hebrew) / company name (Hebrew): ___________
First name of shareholder or securities holder (Hebrew): ___________
Last name of shareholder or securities holder / company name (English): ___________
First name of shareholder or securities holder (English): ___________
Type of identification: ___________
Identification number: ___________
Participation in the meeting is by virtue of the possession of securities numbered: ___________
The place of incorporation / passport country of the shareholder or securities holder: ___________
Name of proxy: ___________
Proxy’s type of identification: ___________
Proxy’s identification number: ___________
Passport country: ___________
If the company is aware of any connections between the voter (who does not hold a personal interest) and the company or any of its controlling shareholders, including employer-employee relations, business relations, etc. – details of their nature must be provided here: ___________
4. This report is submitted further to the following report(s):
| Report | Date of issue | Reference no. |
| Original | January 3, 2021 | 2021-01-000711 |
Details of the authorized signatories to sign on behalf of the corporation:
| Name: | Evyatar Cohen | Position: CFO |
Note: under Regulation 5 of the Securities Regulations (Immediate and Periodic Reports) 5730-1970, a report submitted under these Regulations shall be signed by the authorized signatories to sign on behalf of the corporation. A Staff Position on this issue can be found on the Authority’s website here.
The reference numbers of previous documents on the issue (such reference does not constitute incorporation by reference):
Securities of the corporation are not listed for trading on the Tel Aviv Stock Exchange | Form structure revision date: December 31, 2020 |
Abbreviated name: Ability |
| Address: | Yad Harutzim 14 Tel Aviv 6770007, | Tel: 03-6879777 | Fax: 03-5376483 | Website www.interceptors.com | |
| | | | | | |
| E-mail: evyatar@profinance.co.il |
Previous name of the reporting entity: Electronic reporting name: Form-T Israeli corporations: Position: Director Name of employer Address: , Tel: Fax: E-mail: | | |
| | | | | | | | |
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