3 May 2016
TRENDIT LTD
("the Company")
Notice of Extraordinary General Meeting
Trendit Ltd, the provider of cutting-edge technology for real-time monitoring of population
movement, trend analytics, and crowd behaviour, announces that Notice of an Extraordinary General Meeting of the Company
("EGM") (the text of which Notice is set out below) and accompanying proxy form was today sent to the
Company's shareholders.
The purpose of the EGM is to consider, and if thought appropriate, to approve the appointment of
new external directors of the Company and certain matters relating to such appointments that require shareholders' approval under
the relevant provisions of the Israeli Companies Law, 1999-5759.
The EGM has been called for June 6, 2016, at 11.00 am. Israel time (9.00 am BST), to be held at the
offices of Pearl Cohen Zedek Latzer Baratz, Advocates, Patent Attorneys & Notaries, at 1 Azrieli Center, Round Tower, 18th
floor, Tel Aviv, Israel.
The Notice of EGM and proxy form will be available on the Company's website at: http://www.trendit.net
THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the contents of this document, or as to the action you should take, you are recommended to seek
your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other
appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, ("FSMA") if
you are resident in the United Kingdom or, if not, from another appropriately authorised independent professional adviser in the
relevant jurisdiction. If you sell, have sold or otherwise transferred all of your Shares you should send this
document, together with the accompanying Voting Instruction Form and Form of Direction, as soon as possible to the purchaser or
transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the
purchaser or the transferee. However, the distribution of this document and/or the Voting Instruction Form and Form of Direction
into certain jurisdictions other than the United Kingdom may be restricted by law. Therefore, persons into whose possession this
document and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. If you have sold only
part of your holding of Shares you should retain these documents.
TRENDIT LTD.
Notice of an Extraordinary General Meeting
June 6, 2016
Trendit Ltd.
514128057- Registered in Israel
May 3, 2016
Dear Shareholder,
General meeting
I am pleased to enclose the notice to an Extraordinary General Meeting ("EGM" or the "Meeting") of Trendit Ltd.
("Trendit" or the "Company") to be held at the offices of Pearl Cohen Zedek Latzer Baratz, Advocates, Patent Attorneys &
Notaries, at 1 Azrieli Center, Round Tower, 18th floor, Tel Aviv, Israel, on June 6, 2016, at 11.00 am. Israel time
(9.00 am BST).
The purpose of the Meeting is to consider, and if thought appropriate, to approve the following matters that
require shareholders' approval under the relevant provisions of the Israeli Companies Law, 1999-5759 (the "Israeli Companies
Law"):
1. Appoint Ms. Noa Yatim-Lerner as an external director on the Board of the Company;
2. Approve the grant of exemption and indemnification letters to Ms. Noa Yatim-Lerner and Adi Ben Nun,
Independent Director of the Company, and their inclusion in the Company's current directors' and officers' insurance policy.
It is hereby noted, that the above-referenced nominee in Section 1 shall be compensated in accordance with the
Israeli Companies Regulations (Rules regarding Compensation and Expenses for the External Director), 2000-5760 (the
"Regulations"). The approval of the external directors' compensation in accordance with the Regulations does not require the
approval of the EGM.
Recommendation
The directors of the Company consider that the proposals to be considered at the EGM are in the best interests of
the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members
as a whole.
The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do so
in respect of their own beneficial holdings to the extent that they have any.
Yours sincerely,
Mr. Aharon Zohar
Chairman of the Board
Notice is hereby given that an Extraordinary General Meeting of Trendit Ltd. will be held at the offices of Pearl
Cohen Zedek Latzer Baratz, Advocates, Patent Attorneys & Notaries, at 1 Azrieli Center, Round Tower, 18th floor,
Tel Aviv, Israel, on June 6, 2016, at 11.00 am. Israel time (9.00 am BST), to consider, and if thought fit, to pass the following
Resolutions, which will be proposed as ordinary resolutions:
Ordinary Resolutions
1. Appoint Ms. Noa Yatim-Lerner as an external director on the Board of the Company;
2. Approve the grant of exemption and indemnification letters to Ms. Noa Yatim-Lerner and Adi Ben Nun,
Independent Director of the Company, and their inclusion in the Company's current directors' and officers' insurance policy.
It is hereby noted, that the above-referenced nominee Section 1 shall be compensated in accordance with the Israeli
Companies Regulations (Rules regarding Compensation and Expenses for the External Director), 2000-5760 (the "Regulations"). The
approval of the external directors' compensation in accordance with the Regulations does not require the approval of the EGM.
Dated: May 3,
2016
By order of the Board
Lior Romano,
Chief Executive Officer
Company number: 514128057
Registered office: 34 Jerusalem Road, Ra'anana, Israel.
Notes to the Notice of Extraordinary General Meeting
1. Under the Israeli Companies Law of 1999, an external director is an
independent public director which Israeli publicly listed companies are obligated to appoint to its Board. Each public
company must have at least two such external directors on its Board and their appointment is by the shareholders for a defined
term of three years. For Ms. Noa Yatim-Lerner's credentials and resume, see Part 1 of the Appendix to this Notice.
Pursuant to section 239 of the Israeli Companies Law, nominees for external directors must be appointed by a special vote of the
shareholders' meeting which complies with one of the following conditions: (a) the majority vote in favour of the nominee shall
comprise a majority of all the shareholders which were present (in person or by proxy) at the vote who are not a controlling
party or having a personal interest in the appointment (and the votes of those abstaining will not be counted);
or (b) the aggregate number of those voting against the nominee shall not exceed two percent of the
aggregate voting rights in the company.
2. The required majority for the grant of exemption and indemnification letters
to the above-referenced nominee and director in Sections 1 - 2 and their inclusion in the Company's current directors' and
officers' insurance policy, pursuant to section 267A(b) of the Israeli Companies Law requires a special vote of the shareholders'
meeting which complies with one of the following conditions: (a) the majority vote in favour of the nominee shall comprise a
majority of all the shareholders which were present (in person or by proxy) at the vote who are not a controlling party of having
a personal interest in approving the Company's compensation policy (and the votes of those abstaining will not be counted);
or b) the aggregate number of those voting against the approval of the resolution shall not exceed two
percent of the aggregate voting rights in the Company.
3. Only those members on the Company's register of members at:
3.1 Close of business on June 2, 2016;
or
3.2 If this Meeting is adjourned at 6.00pm Israel time, on the day
two days prior to the adjourned meeting.
shall be entitled to attend and vote
at the Meeting.
4. Information regarding the Meeting is available at www.trendit.net.
5. If you are a member of the Company at the time set out in Note 3 above, you
are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting. A proxy need not
be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the
Meeting or another person as your proxy are set out in the Notes to the proxy form below. In order to be
valid, proxy forms must be lodged at the registered office of the Company in Israel marked for the attention of the CFO not less
than 48 hours prior to the Meeting. A Form of Proxy appears on the following page. In
the case of a member which is a corporation, the proxy (or any related document) should be given under its common seal or under
the hand of an officer or attorney duly authorised in writing. Any power of attorney or any other authority under which the proxy
form is signed (or a duly certified copy of such party or authority) must be included with the proxy form.
6. In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the
joint holding (the first-named being the most senior).
7. To change your proxy instructions, simply submit a new proxy appointment
using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in
relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the
receipt of proxies will take precedence.
In order to revoke a proxy instruction, you will need to inform the Company by sending a hard copy notice clearly
stating your intention to revoke your proxy appointment to the CFO of the Company at the Company's registered office. The
revocation notice must be received by the CFO not less than 48 hours prior to the Meeting.
8. A vote withheld is not a vote in law, which means that the vote will not be
counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote
at his or her discretion. Your proxy will vote as he or she thinks fit in relation to any other matter which is put before
the Meeting.
9. In the case of holders of depositary interests representing
shares in the Company, a Form of Direction must be completed in order to direct the Custodian "Computershare Company Nominees
Limited" to vote on the holder's behalf at the Meeting (in person or by proxy) or, if the Meeting is adjourned, at the adjourned
meeting. In order to be effective, a completed and signed Form of Direction (and any power of attorney or other authority
under which it is signed) must be delivered to the office of the Company's Depositary, Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom no later than 72 hours before the time fixed for the Meeting or any
adjourned meeting. A Form of Direction appears on the penultimate page of this notice.
10. Appointment of a proxy does not preclude you from attending the meeting and voting in
person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be
terminated.
11. The Company will answer any question you ask relating to the business being dealt with
at the Meeting unless:
11.1 answering the question would interfere unduly with the preparation for the
Meeting or involve the disclosure of confidential information;
11.2 the answer has already been given on a website in the form of an answer to
a question; or
11.3 it is undesirable in the interest of the Company or the good order of the
Meeting that the question be answered.
12. As at 11.00 am on May 3, 2016, the Company's issued share capital comprised 202,509,241
ordinary shares at 0.1 NIS each. Each ordinary share carries the right to one vote at a general meeting of the Company and,
therefore, the total number of voting rights in the Company as at 11.00 am on May 3, 2016 is 202,509,241.
13. If you do not have a proxy form or Form of Direction and believe that you should have
one, or if you require additional forms, please contact Computershare Investor Services PLC.
14. You may not use any electronic address provided either:
14.1 in this notice of EGM; or
14.2 any related documents (including the chairman's letter and proxy form)
to communicate with the Company for any purposes other than those expressly stated.
15. The following documents will be available for inspection at the registered office of
the Company from the date of this Notice until the time of the Meeting and at the Meeting venue itself for at least 15 minutes
prior to the Meeting until the end of the Meeting:
· Copy of the Resume and declaration pursuant to Section 224b of
the Israeli Companies Law of Ms. Noa Yatim-Lerner, the appointee for the position of an external director to the Board of the
Company.
· Copy of the grant of exemption and indemnification letters to the
above-referenced nominees, and the Company's current directors' and officers' insurance policy.
APPENDIX
Noa Yatim Lerner
22 Habrosh, Sede Varburg
Professional
Experience____________________________________________________________________
Ziv Sharon & Co. Law office
Tel Aviv,
Israel
2015-Current
CPA in International Taxation.
Representation before the tax authorities regarding Tax treaties, tax
havens, returning residents, new immigrants, multinational enterprises, relocation, information exchange between the Israeli Tax
Authority and foreign tax authorities, creditors, voluntary disclosure, investors' exits etc.
KPMG
Tel-Aviv,
Israel
2013-2015
Practice at the Israeli Tax department.
Main areas: Consulting and planning local taxes, review and preparation of tax adjustment, ongoing
tax assessments and audits deductions with authorities, support of restructuring arrangements and obtaining permits in advance
the various transactions in the country and abroad (pre-ruling), due diligence tax issues and planning benefits under the laws
encouraging.
Kyoni
Ltd
Hawai,
USA
2004-2008
Marketing and sales of cosmetics products
Marketing and sales Manager
Practice management system of recruitment and training company, to arrange the schedule and
regular inspections on employees, purchasing management and operations of the company, including the supply of various goods to
the sales points and providing solutions to the Company's end customers.
Chris Weys
LTD
Tel-Aviv,
Israel
2002-2003
An event and decoration company
Management personnel arrangement schedule includes employees, supervision and control of work
performed in the field and during the event and managing the customer service of the company.
Education___________________________________________________________________________
The College of management Rishon Lezion,
Israel
2008-2012
§ B.A. in Business Administration, Graduated with honors. Passed the
Israeli Council Exam of 2012 and became a CPA
§ LL.B. in Law Graduated with honors. May 2016 Israeli Bar Exam. Receive
the licence to practice.
MilitaryService_______________________________________________________________
Israel Defense Force, Air Force
2000-2002
Managing a head office.
Additional Information ______________________________________________________________________
§ Languages: fluent in Hebrew (mother tongue); fluent in
English;
§ A graduate of Harishonim High School in Herzlia. Graduated with
honors.