NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
VIZRT LTD
Whose Registered Office is at:
Shefayim Commercial Center
Shefayim, Israel
Telephone: 972-9-9552236
Fax: 972-9-9552239
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that an Annual Meeting of the Shareholders of VIZRT Ltd. (the "Company") will be held at the offices of Yigal Arnon & Co., 1 Azrieli Center, Circular Building, 46th Floor, Tel Aviv, Israel, on Thursday, November 25, 2010 at 2:00 p.m. (local time) to consider and act upon the proposals described below (the "Meeting").
1. The shareholders will be asked to approve the following resolutions:
1.1 TO ELECT John Ranelagh, Frode Strand-Nielsen, Dag J Opedal, Janne T. Morstøl and Thomas Falck, as directors for the coming year.
The nomination for each of the candidates to serve as a director in the Company shall be done separately. The details regarding the candidates to serve as directors are attached hereto as Exhibit A.
1.2 TO APPOINT Kost Forer Gabbay & Kasierer as the independent public auditors of the Company for the year ending December 31, 2010 and to authorize the Board of Directors to fix their remuneration.
1.3 TO APPROVE the compensation to the directors (not including the external directors) of the Company, as shall serve from time to time, as follows:
(i) An annual fee of US $80,000 for serving as the Chairman of the Board of Directors.
(ii) An annual fee of US $40,000 for serving as Deputy Chairman of the Board of Directors.
(iii) An annual fee of US $40,000 for serving as a Chairman of a Committee of the Board of Directors.
(iv) An annual fee of US $35,000 for serving as a member of the Board of Directors.
(the "Annual Fee").
Each director shall be entitled only to one of the compensations above listed. The Annual Fee shall be paid on a quarterly basis. In the event a director shall not serve for a full one year term such director shall be entitled to the pro rata portion of the Annual Fee based on the period served in office during such year of service.
The payment of the Annual Fee shall be effective as of the date of the Meeting and replaces all prior resolutions regarding payment of directors fees (not including external directors fees) whether fixed or variable.
The above resolution was approved by the Audit Committee and the Board of Directors in their meeting held October 13, 2010.
TO REVIEW & DISCUSS the Company's consolidated financial statements for the year ended December 31, 2009.
2. Proposals 1.1, 1.2 and 1.3 to be presented at the meeting require the affirmative vote of shareholders present in person or by proxy and holding our ordinary shares amounting in the aggregate to at least fifty percent of the votes actually cast with respect to such proposal.
3. The shareholders of record at the close of business on October 19, 2010 (the "Record Date") will be entitled to vote at the Meeting or any adjournment thereof.
4. Two shareholders who hold or represent together at least 25% of the voting rights of the issued share capital of the Company, present in person or by proxy, shall constitute a quorum for the resolutions. If, within half an hour from the time appointed for the holding of the Meeting, a quorum is not present, the Meeting shall be adjourned to the same day in the next week at the same time and place or any other time and place as the Board of Directors of the Company shall designate and state in a notice to the shareholders, and if, at such adjourned meeting, a quorum is not present within half an hour from the time appointed for holding a meeting, any two shareholders present in person or by proxy shall constitute a quorum.
5. The proxy card shall only be valid if: (i) a certificate of ownership was attached to the proxy card - if the shareholder is a shareholder under whose name a share is registered with a member of the bourse and such share is included in the registered shares under the name of a bourse member ("unregistered shareholder"), or a copy of an identification card, passport or certificate of incorporation, if the shareholder is a registered shareholder; and (ii) the certificate of ownership or copy of the identification card, passport or certificate of incorporation have been provided to the Company up to 72 hours prior to the time of the Meeting.
Notwithstanding the above, proxy cards may continue to be sent to DnB NOR Bank ASA, in accordance with the rules and instructions of DnB NOR Bank ASA.
6. The proxy cards are to be delivered to Ms. Ofra Brown, Chief Financial Officer of the Company, at the offices of the Company at Shefayim Commercial Center, 3rd Floor, Shefayim, Israel, to be delivered by hand or registered mail only, or to Ms. Nina Pertolaw at DnB NOR Bank ASA, Stranden 21, 0021, Oslo, Norway.
7. In order to participate in the Meeting the proxy card is to be delivered, per the details of Section 6 above, no later than Monday, November 22, 2010 at 2:00 p.m.
8. The last date to provide a position notice on behalf of the shareholders is no later than Friday, October 29, 2010; the last date to provide the response of the Board of Directors to such a position notice is no later than Wednesday, November 3, 2010.
9. One shareholder or more who holds shares in the Company that constitute five percent (5%) or more of the voting rights in the Company, may review, at the offices of the Company at acceptable business hours, by himself or through a proxy designated by such shareholder, after the holding of the Meeting, the proxy cards received by the Company relating to the Meeting.
The number of shares that constitute five percent (5%) of the total voting rights in the Company are 3,261,302 shares.
10. A shareholder shall note his manner of voting on each item on the agenda brought to the vote of the shareholders on the proxy card attached.
11. A copy of the declarations of the directors in respect of their appointment as directors may be viewed at the Company's offices at Shefayim Commercial Center, 3rd Floor, Shefayim, Israel, at acceptable business hours.
By Order of the Board of Directors of VIZRT Ltd.
Chairman of the Board of Directors
Date: October 18, 2010
PROXY CARD
Company Details
Name of Company: VIZRT Ltd.
Registered Address (for delivery of the proxy cards): Shefayim Commercial Center, Shefayim, Israel
Company Number: 520044348
Date of Meeting: Thursday, November 25, 2010, at 2:00 p.m.
Type of Meeting: Annual Shareholders Meeting
Record Date: Tuesday, October 19, 2010
Shareholders Details
Name of Shareholder:
Number of Shares:
Israeli ID Card Number: ; or
If shareholder has no Israeli ID Card
Passport Number:
Country of Issuance:
Valid Until:
If shareholder is a corporate entity:
Number of Corporate entity:
Country of Incorporation:
Manner of Voting:
| Resolution | Manner of Voting | |||
| For | Against | Abstain | ||
| 1.1 | Election of Directors | |||
| John Ranelagh | ||||
| Frode Strand-Nielsen | ||||
| Dag J Opedal | ||||
| Janne T. Morstøl | ||||
| Thomas Falck | ||||
| 1.2 | APPOINTMENT of Kost Forer Gabbay & Kasierer as the independent public auditors of the Company for the year ending December 31, 2010 and authorization of the Board of Directors to fix their remuneration. | |||
| 1.3 | APPROVAL of Compensation Payment to Directors | |||
This proxy when properly executed will be voted in accordance with the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR.
Validity of Proxy Card
Shareholders who hold their shares through a bourse member - the proxy card shall only be valid with a certificate of ownership. Registered shareholders - the proxy card shall only be valid accompanied by a copy of ID card/ passport/ certificate of incorporation.
Date Signature
Exhibit A
Details Regarding the Candidates for Directorship
| Name | John Ranelagh |
| Address for Service of Process of Court | The Garner Cottages, Grantchester, Cambridge CB3 9NB, United Kingdom |
| Citizenship | Irish |
| Committees in which a member | Executive Committee |
| Is the director an external director and does he have accounting and financial expertise or professional fitness | No |
| Is the director an employee of the Company, or a subsidiary or a related company or of an interested party in the Company | No |
| Directorship Commencement Date | May 28, 2008 |
| Education and profession during past five years | St. Christopher's, Letchworth. Cambridgeshire College of Arts and Technology, O, A and S levels. MA Honours, Modern History, Christ Church, Oxford. Ph. D, Eliot College, University of Kent. |
| Serves as a director in the following companies | NordicWorld, Kanal Kaks, Estonia (1995-7), Three East Ltd. (1991-2) |
| Family relations to any other interested party in the Company | No |
| Is he a director which the company deems as possessing accounting and financial expertise in order to meet the minimal number set by the Board of Directors | No |
| Name | Frode Strand-Nielsen |
| Address for Service of Process of Court | Trostefaret 2A, 0786, Oslo, Norway |
| Citizenship | Norwegian |
| Committees in which a member | Compensation Committee |
| Is the director an external director and does he have accounting and financial expertise or professional fitness | No |
| Is the director an employee of the Company, or a subsidiary or a related company or of an interested party in the Company | Yes |
| Directorship Commencement Date | August 27, 2009 |
| Education and profession during past five years | B.A. from Simon Fraser University, Vancouver, BC and MBA from Harvard Business School. Managing Partner FSN Capital |
| Serves as a director in the following companies | Chairman in VIA travel Group ASA and Norman ASA. Director in CTEK AB |
| Family relations to any other interested party in the Company | No |
| Is he a director which the company deems as possessing accounting and financial expertise in order to meet the minimal number set by the Board of Directors | Yes |
| Name | Dag J Opedal |
| Address for Service of Process of Court | Trosterudveien 29 E, 0778 Oslo, Norway |
| Citizenship | Norwegian |
| Committees in which a member | |
| Is the director an external director and does he have accounting and financial expertise or professional fitness | No |
| Is the director an employee of the Company, or a subsidiary or a related company or of an interested party in the Company | No |
| Directorship Commencement Date | Expected date of commencement November 25, 2010 |
| Education and profession during past five years | MBA Insead, 1987; Degree in Business Administration, the Norwegian School of Business Administration, 1983. Former President and Chief Executive Officer of Orkla ASA. |
| Serves as a director in the following companies | REC ASA, Jotun AS, Ferd Holding AS |
| Family relations to any other interested party in the Company | No |
| Is he a director which the company deems as possessing accounting and financial expertise in order to meet the minimal number set by the Board of Directors | No |
| Name | Janne T. Morstøl |
| Address for Service of Process of Court | Lokes vei 26 1344 Haslum Norway |
| Citizenship | Norwegian |
| Committees in which a member | |
| Is the director an external director and does she have accounting and financial expertise or professional fitness | No |
| Is the director an employee of the Company, or a subsidiary or a related company or of an interested party in the Company | No |
| Directorship Commencement Date | Expected date of commencement November 25, 2010 |
| Education and profession during past five years | Siv.Ing (similar to MSc) degree from Norwegian University of Science and Technology (NTH), 1993 and MBA from Norwegian School of Economics and Business Administration (NHH), 2001. Chief Operating Officer in T-VIPS (2004 - to date). |
| Serves as a director in the following companies | None |
| Family relations to any other interested party in the Company | No |
| Is she a director which the company deems as possessing accounting and financial expertise in order to meet the minimal number set by the Board of Directors | No |
| Name | Thomas Falck |
| Address for Service of Process of Court | Kirkeåsveien 6c, 1178 Oslo, Norway |
| Citizenship | Norwegian |
| Committees in which a member | |
| Is the director an external director and does he have accounting and financial expertise or professional fitness | No |
| Is the director an employee of the Company, or a subsidiary or a related company or of an interested party in the Company | No |
| Directorship Commencement Date | Expected date of commencement November 25, 2010 |
| Education and profession during past five years | MBA, Darden Graduate School of Business Administration at the University of Virginia, 1994. Managing Partner of Verdane Capital IV AS, Verdane Capital IV Twin AS and Verdane Private Equity AS. Investor, advisor and founder of Agenda Capital. Boardmember or Chairman of Biotec Pharmacon ASA, NVCA, EVCA, Exie AS, Elprint AS, NVC VI AS, TeamTec AS, TeamTec Invest AS, Paro AS, Voss of Norway AS. |
| Serves as a director in the following companies | Chairman of Making Waves AS, Making View AS, First Credit Opportunity AS, Mindex AS, Dåpan AS, Sølen AS and Agenda Capital AS. Boardmember of Kongsberg Automotive ASA, Codfarmers ASA, Bionor Pharma ASA, Junglemap AS, Varslerinstituttet AS, NorBAN, Scanergy AS (formerly CRET AS), and Anti-Rasistisk Senter. Auda Global Private Equity 2006 AS, Global Private Equity I AS, Global Private Equity I AB, Global Private Equity 2007 AS, Global Private Equity II AS, Global Private Equity II AB, Global Infrastruktur 2007 AS, Global Infrastruktur I AS, Global Infrastruktur I AB, Global Infrastruktur 2009 AS, Global Infrastruktur II AS, Global Infrastruktur II AB, Renewable Energy 2009 AS, Fornybar Energi I AS, Fornyelsebar Energi I AB |
| Family relations to any other interested party in the Company | None |
| Is he a director which the company deems as possessing accounting and financial expertise in order to meet the minimal number set by the Board of Directors | Yes |