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: May 5, 2021 Ref. 2021-01-078927: |
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: 2021-01-053103
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 May 5, 2021, the convening of which was published in a form with the reference number 2021-01-053103, 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 | Approval of a Compensation Policy for the Company’s officers |
Summary of the issue Approval of a Compensation Policy for the Company’s officers.
Summary of the proposed resolution: Approval of the proposed compensation policy for officers in the Company pursuant to Article 267A of the Companies Law - in the format attached as Appendix A to the Convening of Meeting Report (“the Proposed Compensation Policy”), for a period of three years starting on the date of the approval of the Meeting.
The meeting has resolved: Not approved
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):
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 | Reapproval of the terms of service and employment of the CEO and chairman of the of the Board of Directors of the Company |
Summary of the issue: Reapproval of the terms of service and employment of the CEO and chairman of the of the Board of Directors of the Company.
Summary of the proposed resolution: To reapprove, subject to the approval of the Proposed Compensation Policy, the terms of service and employment of Mr. Anatoly Hurgin as CEO and chairman of the Company, as specified in Part C of the Convening of Meeting Report.
The meeting has resolved: Approved
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 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 | Reapproval of the terms of service and employment of the CTO and director in the Company |
Summary of the issue: Reapproval of the terms of service and employment of the CTO and director in the Company.
Summary of the proposed resolution: To reapprove, subject to the approval of the Proposed Compensation Policy, the terms of service and employment of Mr. Alexander Aurovsky as CTO and director of the Company, as specified in Part D of the Convening of Meeting Report.
The meeting has resolved: Approved
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 | Approval of letters of exculpation in favor of officers |
Summary of the issue: Approval of letters of exculpation in favor of officers
Summary of the proposed resolution: To approve, subject to the approval of the Proposed Compensation Policy, the granting of a release from liability for officers in the Company, as shall serve from time to time, in the format attached as Appendix B to the Convening of Meeting Report.
The meeting has resolved: Not approved
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):
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: Approval of a Compensation Policy for the Company’s officers. |
b) | The meeting has resolved: Not approved |
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 | | | 7,272,394 | | | | | |
The number of shares / securities participating in the vote | | | 2,409,001 | | | | | |
The number of shares / securities included in the count of votes for the vote | | | 2,409,001 | | | Amount: 1,887,726 Their share of the Amount: 78.36% | | Amount:420,412 Their share of the Amount: 17.45%
|
The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest (1) | | | 575,495 | | | Amount: 54,548 Their share (2) 9.48%: | | Amount: 420,412 Their share (2): 73.05% |
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: 9.48%
Percentage of opposing votes out of the total voting rights of the company: 5.78%
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: Yes
The company has classified a shareholder differently than such shareholder classified itself: No
2.
a) | Summary of the issue: Reapproval of the terms of service and employment of the CEO and chairman of the of the Board of Directors of the Company. |
b) | The meeting has resolved: Approved |
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 | | | 7,272,394 | | | | | |
The number of shares / securities participating in the vote | | | 2,409,001 | | | | | |
The number of shares / securities included in the count of votes for the vote | | | 2,409,001 | | | Amount: 1,885,166 Their share of the Amount: 78.26% | | Amount: 516,823 Their share of the Amount: 21.45% |
The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest (1) | | | 1,630,362 | | | Amount: 1,106,855 Their share (2): 67.89% | | Amount: 516,823 Their share (2) 31.70%: |
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: 67.89 %
Percentage of opposing votes out of the total voting rights of the company: 7.11%
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: Yes
The company has classified a shareholder differently than such shareholder classified itself: No
3.
a) | Summary of the issue: Reapproval of the terms of service and employment of the CTO and director in the Company |
b) | The meeting has resolved: Approved |
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:
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:
The company has classified a shareholder differently than such shareholder classified itself:
4.
a) | Summary of the issue: Approval of letters of exculpation in favor of officers. |
b) | The meeting has resolved: Not approved |
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 | | | 7,272,394 | | | | | |
The number of shares / securities participating in the vote | | | 2,409,001 | | | | | |
The number of shares / securities included in the count of votes for the vote | | | 2,409,001 | | | Amount: 2,010,094 Their share of the Amount: 83.44% | | Amount: 388,747 Their share of the Amount: 16.14% |
The number of shares / securities participating in the vote, which were not classified as shares whose holders have a personal interest (1) | | | 575,348 | | | Amount: 176,769 Their share (2): 30.72% | | Amount: 388,747 Their share (2): 67.57% |
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: 30.72%
Percentage of opposing votes out of the total voting rights of the company: 5.35%
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: Yes
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 | March 31, 2021 | 2021-01-053103 |
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: May 4, 2021 |
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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