ELOS » Topics » Shareholders

This excerpt taken from the ELOS 20-F filed Mar 24, 2009.

Shareholders

        The Companies Law imposes the same disclosure requirements, as described above, on a controlling shareholder of a public company that it imposes on an office holder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.

        Approval of the audit committee, the board of directors and our shareholders is required for:

  extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; and

  employment of a controlling shareholder.

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        The shareholder approval must include the majority of shares voted at the meeting. In addition, either:

  the majority must include at least one-third of the shares of the voting shareholders who have no personal interest in the transaction; or

  the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not represent more than 1% of the aggregate voting rights in the company.

        Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and to refrain from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders or in a class meeting on the following matters:

  any amendment to the articles of association;

  an increase in the company's authorized share capital;

  a merger; or

  approval of related party transactions that require shareholder approval.

        A shareholder has a general duty to refrain from depriving any other shareholder of their rights as a shareholder. In addition, any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or prevent the appointment of an office holder in the company is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty of fairness.

This excerpt taken from the ELOS 20-F filed Aug 21, 2008.

Shareholders

        The Companies Law imposes the same disclosure requirements, as described above, on a controlling shareholder of a public company that it imposes on an office holder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.

        Approval of the audit committee, the board of directors and our shareholders is required for:

  extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; and

  employment of a controlling shareholder.

        The shareholder approval must include the majority of shares voted at the meeting. In addition, either:

  the majority must include at least one-third of the shares of the voting shareholders who have no personal interest in the transaction; or

  the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not represent more than 1% of the aggregate voting rights in the company.

        Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and to refrain from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders or in a class meeting on the following matters:

  any amendment to the articles of association;

  an increase in the company's authorized share capital;

- 53 -



  a merger; or

  approval of related party transactions that require shareholder approval.

        A shareholder has a general duty to refrain from depriving any other shareholder of their rights as a shareholder. In addition, any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or prevent the appointment of an office holder in the company is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty of fairness.

This excerpt taken from the ELOS 20-F filed May 7, 2008.

Shareholders

        The Companies Law imposes the same disclosure requirements, as described above, on a controlling shareholder of a public company that it imposes on an office holder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.

        Approval of the audit committee, the board of directors and our shareholders is required for:

  extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; and

  employment of a controlling shareholder.

        The shareholder approval must include the majority of shares voted at the meeting. In addition, either:

  the majority must include at least one-third of the shares of the voting shareholders who have no personal interest in the transaction; or

  the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not represent more than 1% of the aggregate voting rights in the company.

        Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and to refrain from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders or in a class meeting on the following matters:

  any amendment to the articles of association;

  an increase in the company's authorized share capital;

- 53 -



  a merger; or

  approval of related party transactions that require shareholder approval.

        A shareholder has a general duty to refrain from depriving any other shareholder of their rights as a shareholder. In addition, any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or prevent the appointment of an office holder in the company is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty of fairness.

This excerpt taken from the ELOS 20-F filed Jun 15, 2007.

Shareholders

        The Companies Law imposes the same disclosure requirements, as described above, on a controlling shareholder of a public company that it imposes on an office holder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.

51



        Approval of the audit committee, the board of directors and our shareholders is required for:

  extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; and

  employment of a controlling shareholder.

        The shareholder approval must include the majority of shares voted at the meeting. In addition, either:

  the majority must include at least one-third of the shares of the voting shareholders who have no personal interest in the transaction; or

  the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not represent more than 1% of the aggregate voting rights in the company.

        Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and to refrain from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders or in a class meeting on the following matters:

  any amendment to the articles of association;

  an increase in the company's authorized share capital;

  a merger; or

  approval of related party transactions that require shareholder approval.

        A shareholder has a general duty to refrain from depriving any other shareholder of their rights as a shareholder. In addition, any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or prevent the appointment of an office holder in the company is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty of fairness.

This excerpt taken from the ELOS 20-F filed Jun 30, 2006.

Shareholders

          The Companies Law imposes the same disclosure requirements, as described above, on a controlling shareholder of a public company that it imposes on an office holder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.

59



          Approval of the audit committee, the board of directors and our shareholders is required for:

 

 

 

 

extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; and

 

 

 

 

employment of a controlling shareholder.

 

 

 

 

The shareholder approval must include the majority of shares voted at the meeting. In addition, either:

 

 

 

 

the majority must include at least one-third of the shares of the voting shareholders who have no personal interest in the transaction; or

 

 

 

 

the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not represent more than 1% of the aggregate voting rights in the company.

          Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and to refrain from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders or in a class meeting on the following matters:

 

 

 

 

any amendment to the articles of association;

 

 

 

 

an increase in the company’s authorized share capital;

 

 

 

 

a merger; or

 

 

 

 

approval of related party transactions that require shareholder approval.

          A shareholder has a general duty to refrain from depriving any other shareholder of their rights as a shareholder. In addition, any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or prevent the appointment of an office holder in the company is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty of fairness.

This excerpt taken from the ELOS 20-F filed Jun 30, 2005.

Shareholders

        The Companies Law imposes the same disclosure requirements, as described above, on a controlling shareholder of a public company that it imposes on an office holder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.

59



        Approval of the audit committee, the board of directors and our shareholders is required for:

  extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; and

  employment of a controlling shareholder.

        The shareholder approval must include the majority of shares voted at the meeting. In addition, either:

  the majority must include at least one-third of the shares of the voting shareholders who have no personal interest in the transaction; or

  the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not represent more than 1% of the aggregate voting rights in the company.

        Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and to refrain from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders or in a class meeting on the following matters:

  any amendment to the articles of association;

  an increase in the company's authorized share capital;

  a merger; or

  approval of related party transactions that require shareholder approval.

        A shareholder has a general duty to refrain from depriving any other shareholder of their rights as a shareholder. In addition, any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or prevent the appointment of an office holder in the company is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty of fairness.

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