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:
- 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.
BATM Advanced Communications
Dr Zvi Marom, Chief Executive Officer
Moti Nagar, Chief Financial Officer
+972 9866 2525
Mark Percy, Anita Ghanekar, James Thomas (Corporate Advisory)
+44 20 7408 4050
Harry Chathli, Claire Norbury
+44 20 7618 9100