TEL AVIV, Israel, May 17, 2018 /PRNewswire/ --
Ellomay Capital Ltd. (NYSE American; TASE: ELLO)
("Ellomay" or the "Company"), a renewable energy and power
generator and developer of renewable energy and power projects in
Europe and Israel, today announced that it will hold its
annual general meeting of shareholders (the "Meeting") on
Thursday, June 21, 2018, at
2:00 p.m., Israel time, at Ellomay's offices located at 9
Rothschild Boulevard, 2nd Floor, Tel-Aviv 6688112, Israel.
The agenda of the Meeting will be as follows:
- Reelection of Shlomo Nehama, Ran
Fridrich, Hemi Raphael and
Anita Leviant as directors;
- Reelection and approval of compensation of Barry Ben Zeev as external director for an
additional three-year term;
- Approval of extension of the Company's 1998 Share Option Plan
for Non-Employee Directors;
- Approval of extension of the Company's 2000 Stock Option
Plan;
- Approval of amendments to the Company's Second Amended and
Restated Articles of Association, as more fully described in the
proxy statement;
- Approval of a new form of indemnification undertaking and
exemption, which includes an undertaking to provide liability
insurance, and providing such undertaking to current and future
office holders, including office holders who are deemed controlling
shareholders;
- Approval of purchase of directors and officers liability
insurance policy;
- Reappointment of Somekh Chaikin, a member of KPMG
International, as the independent auditors of the Company for the
fiscal year ending December 31, 2018
and until the next annual general meeting of the Company's
shareholders, and authorization of the Board of Directors to
approve, following the approval of the Audit Committee, the
remuneration of the independent auditors in accordance with the
volume and nature of their services; and
- Receipt and consideration of the Auditors' Report and the
Financial Statements of the Company for the fiscal year ended
December 31, 2017.
Shareholders of record as of the close of business on
May 22, 2018 will be entitled to vote
at the Meeting or any adjournments thereof. The Company plans to
mail a proxy statement that describes the proposals to be
considered at the Meeting and a proxy card on or about May 24, 2018. The proxy statement and proxy card
will also be furnished to the Securities and Exchange Commission on
Form 6-K on or about May 17,
2018.
Each of the resolutions to be presented at the Meeting requires
the affirmative vote of holders of at least a majority of the
ordinary shares voted in person or by proxy at the Meeting on the
matter presented for passage. However, the approval of the proposal
under Item 5 and a portion of the proposals under Items 2 and 6 is
required to comply with additional special "disinterested" voting
requirements as set forth in the Proxy Statement. Item 9 does not
require a shareholder vote.
Shareholders wishing to express their position on an agenda item
for the Meeting may do so by submitting a written statement to the
Company's offices at the above address by June 11, 2018. Any position statement received
will be furnished to the SEC on Form 6-K, which will be available
to the public on the SEC's website at http://www.sec.gov and on the
websites of the Israel Securities Authority and Tel Aviv Stock
Exchange at http://www.magna.isa.gov.il or http://maya.tase.co.il/
respectively. Eligible shareholders may present proper proposals
for inclusion in the Meeting by submitting their proposals to the
Company no later than May 24,
2018.
Shareholders may vote their ordinary shares by means of a deed
of vote or proxy card, which are required to be received by the
Company, along with the documentation set forth in the proxy
statement, by 10:00 a.m.,
Israel time, on June 21, 2018 (four hours prior to the Meeting),
to be counted for the Meeting.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered
with the NYSE American and with the Tel Aviv Stock Exchange under
the trading symbol "ELLO". Since 2009, Ellomay Capital focuses its
business in the renewable energy and power sectors in Europe and Israel.
To date, Ellomay has evaluated numerous opportunities and
invested significant funds in the renewable, clean energy and
natural resources industries in Israel, Italy
and Spain, including:
- Approximately 22.6MW of photovoltaic power plants in
Italy, approximately 7.9MW of
photovoltaic power plants in Spain
and a photovoltaic power plant of approximately 9 MW in
Israel;
- 9.375% indirect interest in Dorad Energy Ltd., which owns
and operates one of Israel's
largest private power plants with production capacity of
approximately 850 MW, representing about 6%-8% of Israel's total current electricity
consumption;
- 75% of Chashgal Elyon Ltd., Agira Sheuva Electra, L.P. and
Ellomay Pumped Storage (2014) Ltd., all of which are involved in a
project to construct a 156 MW pumped storage hydro power plant in
the Manara Cliff, Israel;
- 51% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V.,
project companies operating or developing anaerobic digestion
plants with a green gas production capacity of approximately 375
Nm3/h, in Goor, the Netherlands
and 475 Nm3/h, in Oude Tonge, the
Netherlands, respectively.
Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi
Raphael and Mr. Ran Fridrich. Mr. Nehama is one of
Israel's prominent businessmen and
the former Chairman of Israel's
leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both
have vast experience in financial and industrial businesses. These
controlling shareholders, along with Ellomay's dedicated
professional management, accumulated extensive experience in
recognizing suitable business opportunities worldwide. Ellomay
believes the expertise of Ellomay's controlling shareholders and
management enables the Company to access the capital markets, as
well as assemble global institutional investors and other potential
partners. As a result, we believe Ellomay is capable of considering
significant and complex transactions, beyond its immediate
financial resources.
For more information about Ellomay, visit
http://www.ellomay.com.
Information Relating to Forward-Looking
Statements
This press release contains forward-looking statements that
involve substantial risks and uncertainties, including statements
that are based on the current expectations and assumptions of the
Company's management. All statements, other than statements of
historical facts, included in this press release regarding the
Company's plans and objectives, expectations and assumptions of
management are forward-looking statements. The use of certain
words, including the words "estimate," "project," "intend,"
"expect," "believe" and similar expressions are intended to
identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company
may not actually achieve the plans, intentions or expectations
disclosed in the forward-looking statements and you should not
place undue reliance on the Company's forward-looking statements.
Various important factors could cause actual results or events to
differ materially from those that may be expressed or implied by
the Company's forward-looking statements, including weather
conditions, regulatory changes, changes in the supply and prices of
resources required for the operation of our facilities (such as
waste and natural gas), changes in demand and technical and other
disruptions in the operations or construction of the power plants
owned by us. These and other risks and uncertainties
associated with the Company's business are described in greater
detail in the filings the Company makes from time to time with
Securities and Exchange Commission, including its Annual Report on
Form 20-F. The forward-looking statements are made as of this date
and the Company does not undertake any obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Contact:
Kalia Weintraub
CFO
Tel: +972-(3)-797-1111
Email: limors@ellomay.com
SOURCE Ellomay Capital Ltd