TEL-AVIV, Israel, Nov. 23,
2022 /PRNewswire/ -- Ellomay Capital Ltd.
(NYSE American: ELLO) (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") at the Company's offices at 18 Rothschild
Boulevard, 1st Floor, Tel Aviv
6688121, Israel, on Thursday, December 29, 2022, at 6:00 p.m., Israel time, and thereafter as it may be
adjourned or postponed from time to time.
The agenda of the Meeting will be as follows:
- Reelection of Shlomo
Nehama, Ran Fridrich, Anita
Leviant and Ehud Gil as
directors;
- Approval of purchase of directors and officers liability
insurance policy;
- Approval of terms of employment of Mr. Asaf Nehama, the son of Mr. Shlomo Nehama, the Company's Chairman of the
Board and a controlling shareholder;
- Reappointment of Somekh Chaikin, a member of KPMG
International, as the independent auditors of the Company for the
fiscal year ending December 31, 2022
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, 2021. This item does not
require a shareholder vote.
Shareholders of record as of the close of business on
November 28, 2022 will be entitled to
vote at the Meeting or any adjournments or postponements 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 November 30, 2022. A proxy
statement and proxy card will also be furnished to the Securities
and Exchange Commission on Form 6-K on or about November 23, 2022.
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 or via the electronic
system of the Israel Securities Authority, at the Meeting on the
matter presented for passage. In addition, the approval of the
proposals under Item 2 (as it relates to office holders who are
deemed controlling shareholders or relatives of controlling
shareholders) and Item 3 is also required to comply with additional
special "disinterested" voting requirements as set forth in the
proxy statement. Item 5 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 December 19, 2022. 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 November 30, 2022.
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 2:00 p.m., Israel time, on December 29, 2022 (four hours prior to the
Meeting), to be counted for the Meeting, or through the electronic
system of the Israel Securities Authority until six hours prior to
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 35.9 MW 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
860MW, representing about 6%-8% of Israel's total current electricity
consumption;
- 51% of Talasol, which owns a photovoltaic plant with a peak
capacity of 300MW in the municipality of Talaván, Cáceres,
Spain;
- Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas
Gelderland B.V., project companies operating anaerobic digestion
plants in the Netherlands, with a
green gas production capacity of approximately 3 million, 3.8
million and 9.5 million (with a license to produce 7.5 million) Nm3
per year, respectively;
- 83.333% of Ellomay Pumped Storage (2014) Ltd., which is
involved in a project to construct a 156 MW pumped storage hydro
power plant in the Manara Cliff, Israel.
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 the impact of
the continued war between Russia
and Ukraine, including its impact
on electricity prices, availability of raw materials and
disruptions in supply changes, the impact of the Covid-19 virus on
the Company's operations and projects, including in connection with
steps taken by authorities in countries in which the Company
operates, regulatory changes, changes in the supply and prices of
resources required for the operation of the Company's facilities
(such as waste and natural gas) and in the price of oil, changes in
demand and technical and other disruptions in the operations or
construction of the power plants owned by the Company in addition
to other risks and uncertainties associated with the Company's
business that 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 Rubenbach
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
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SOURCE Ellomay Capital Ltd.