Oil Refineries announces successful outcome of Extraordinary General Meeting to approve acquisition of Carmel Olefins

Published December 7th, 2009 - 04:14 GMT

Oil Refineries Ltd. (TASE:
ORL.TA) (hereinafter: the
"Company", "ORL"), Israel's largest oil refiner, announced today the
successful results of the both the Annual and Extraordinary General Meeting
of the Company's Shareholders held today at the Company's offices.

 

    The following resolutions were approved:

 

    1. Entering into the agreement with Israel Petrochemical
Enterprises Ltd. ("IPE"), dated October 27, 2009, under which IPE will sell
to the Company its entire 50% shareholding in Carmel Olefins Ltd., in
exchange for the allocation of 431,610,944 of the Company's shares,
representing 17.75% of the Company's capital and voting rights, to IPE, as
detailed in the Transaction Report published by the Company.

 

   
    a. Shares participating in the vote: 1,658,761,578
    b. Number of shares voting for the resolution: 1,656,495,464
    c. Number of voted shares where its holders were not
       classified as having a personal interest / not as controlling shares
       or on their behalf: 373,026,923, of which 370,760,809 voted for the
       transaction
    d. Number of shares voting against the resolution: 2,266,114
    e. Total percent of holders that do not have a personal
       interest / hold controlling shares voting for the transaction: 99.39%
    f. Total percentage of voters against, of the total right to
       vote: 0.11%

 


    2. Granting a responsibility waiver to Mr. David Federman for
caution violation towards the company

 

   
    a. Shares participating in the vote: 1,658,761,578
    b. Number of shares voting for the resolution: 1,534,649,466
    c. Number of voted shares where its holders were not
       classified as having a personal interest / not as controlling shares
       or on their behalf: 373,026,923, of which 248,914,811 voted for the
       resolutions
    d. Number of shares voting against the resolution: 124,112,112
    e. Total percent of holders that do not have a personal
       interest / hold controlling shares voting for the transaction: 66.73%
    f. Total percentage of voters against, of the total right to
       vote: 6.21%

 


    3. Granting a letter to indemnify Mr. David Federman, so long
as the indemnification amount will not exceed 25% of the company's
shareholders' equity at the date of the indemnification.

 

   
    a. Shares participating in the vote: 1,658,761,578
    b. Number of shares voting for the resolution: 1,447,036,182
    c. Number of voted shares where its holders were not
       classified as having a personal interest / not as controlling shares
       or on their behalf: 373,026,923, of which 161,301,527 voted for the
       transaction
    d. Number of shares voting against the resolution: 211,725,396
    e. Total percent of holders that do not have a personal
       interest / hold controlling shares voting for the resolution: 43.24
    f. Total percentage of voters against, of the total right to
       vote: 10.59%

 


    4. Re-nominate Accounting Firm KPMG Somekh Chaikin as external
auditors until the Company's next annual general meeting, and authorize the
Board of Directors to determine their fees.

 

    5. Re-nominate the Company's current directors: Mr. Yossi
Rosen, Chairman of the Board; Mr. David Federman, Deputy Chairman; Mr. Arieh
Zilberberg; Mr. Ory Slonim; Mr. Avisar Paz; Mr. Ran Croll and Ms. Nehama
Ronen. The nomination excludes the Company's current external directors
(Prof. Yachin Cohen and Dr. Dafna Schwartz, who will continue in their role
as external directors according to their nomination conditions and the terms
outlined in the Israeli Companies Law - 1999).

 

    6. Amend the General Assembly's decision dated February 6,
2008 with regards to director compensation as follows: eliminating the right
to additional compensation to the chairman of board committees which is an
unrelated director; clarification, that if a person serves as a director in
the company and\or in a subsidiary of the company he will not be deemed as a
"director related to the controlling shareholder", as defined in the said
decision, due to his holding office in the company and\or its subsidiaries.


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