REG - BATM Advanced Comm - Notice of Annual General Meeting

Batm Advanced CommunicationsAnnouncement

24/11/2022 16:00

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RNS Number : 5133H  BATM Advanced Communications Ld  24 November 2022

LEI: 213800FLQUB9J289RU66

24 November 2022

 

BATM Advanced Communications Limited

("BATM" or "the Company")

 

Notice of Annual General Meeting

 

BATM (LSE: BVC; TASE: BVC), a leading provider of real-time technologies for
networking solutions and medical laboratory systems, gives notice that the
Annual General Meeting ("AGM" or the "Meeting") of the Company is to be held
at 12.00pm Israel time (10.00am UK time) on 21 December 2022 at the Company's
registered office at 4 Ha'harash Street, Nave Ne'eman Industrial Area, P.O.B.
7318, 4524075 Hod Hasharon, Israel. In order to enable shareholder engagement
and participation for those unable to physically attend the Meeting,
shareholders will be able to access the Meeting via videoconference.

 

Among the items to be considered at the Meeting, which remain conditional on
shareholder approval, are the following:

 

·    The grant of the following long-term incentives to Mr. Moti Nagar as
Executive Director and CEO of the Company effective 1 January 2023:

o  the grant of options to purchase ordinary shares of NIS 0.01 each in the
Company ("Ordinary Shares"), with grant date of 1 January 2023 (the "Grant
Date") (subject to compliance with any applicable law, rule and/or
regulation), that will vest equally in phases over three years from the Grant
Date, at a total grant value of 2% of the value of the Company on the Grant
Date. The exercise price will be the average closing price of the shares on
the London Stock Exchange in the 30 days prior to the Grant Date.

 

·    A one-time grant to Dr. Gideon Chitayat, Chairman of BATM, of
share-based compensation at a total grant value of $210,000, with a grant date
of 1 January 2023, subject to compliance with any applicable law, rule and/or
regulation.

 

·    An amendment to the Company's articles of association so that the
Company will be authorised to indemnify, commit to indemnify and exempt all
current and future directors and office holders in the Company, in accordance
with the Israeli Companies Law and the common practice in Israeli publicly
traded companies, provided that the maximum aggregate liability per case or
per year to all office holders cumulatively does not exceed an amount equal to
24.99% of the average of the Company's profits (as calculated for
classification purposes) for the last three financial years (losses should be
taken as nil profit and included in this average), is limited to the
difference between the amount of the financial liability and the sum of
amounts received for that liability by virtue of insurance policies or other
indemnity agreements, and the exemption is limited to 4.99% of any class tests
as set out in the FCA Listing Rules (in aggregate with all other transactions
or arrangements with the same related party (and any of its associates) in any
12 month period) ("the Indemnification"). As all current and future directors
of the Company are party to the Indemnification, the Indemnification
constitutes a transaction with a related party with the Indemnification
classified as a smaller related party transaction pursuant to Listing Rule
11.1.10.

 

IMPORTANT INFORMATION ABOUT THE AGM

 

Shareholders will not be able to vote at the Meeting via the videoconference.
Shareholders attending the Meeting via videoconference are therefore strongly
encouraged to submit their vote in advance of the AGM, in accordance with the
Notes to the Notice of Annual General Meeting.

 

Further information on the resolutions, notes and details on how to attend the
AGM via videoconference can be found in the Notice of AGM that, along with
forms of proxy and direction, has today been made available on BATM's website
at: www.batm.com (http://www.batm.com/) .

 

Enquiries:

 

 BATM Advanced Communications
 Dr Zvi Marom, Chief Executive Officer                          +972 9866 2525
 Moti Nagar, Chief Financial Officer

 Shore Capital
 Mark Percy, Anita Ghanekar, James Thomas (Corporate Advisory)  +44 20 7408 4050

 Gracechurch Group
 Harry Chathli, Claire Norbury                                  +44 20 4582 3500

 

 

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