Formula Systems hereby notifies its shareholders that it will hold its annual general meeting of shareholders at Formula’s offices, located at 5 HaPlada Street, Or-Yehuda, Israel, on Tuesday, April 2, 2013 at 10:00

2013-02-21

 CONTENTS

In compliance with the Companies Law, 5759-1999 of the State of Israel and the regulations promulgated thereunder (the “Companies Law”), Formula Systems (1985) Ltd. (“Formula”) hereby notifies its shareholders that it will hold its annual general meeting of shareholders (the “Meeting”) at Formula’s offices, located at 5 HaPlada Street, Or-Yehuda, Israel, on Tuesday, April 2, 2013 at 10:00 a.m. Israel time. The record date for the determination of the holders of Formula’s ordinary shares, nominal value NIS 1.00 per share (“Ordinary Shares”), entitled to this notice of the Meeting and to vote at the Meeting is Tuesday, February 26, 2013.

At the Meeting, Formula’s shareholders will be asked to vote on the following:

  1. The re-election of Mr. Marek Panek and Ms. Dafna Cohen, and election of Mr. Rafal Kozlowski, to Formula’s Board of Directors, each for a term expiring at Formula’s next Annual General Meeting of Shareholders;
  2. The election of Mr. Eli Zamir and Ms. Iris Yahal as external directors of Formula, each to hold office for a three-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999, or the Companies Law, and the approval of the terms of their compensation;
  3. Subject to his election pursuant to Item 1 above, the approval of the compensation to be paid to Mr. Kozlowski  as a member of the Board of Directors; and
  4. The ratification and approval of the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as Formula’s independent registered public accounting firm for the year ended December 31, 2012 and until its next annual general meeting of shareholders, and the authorization of Formula’s audit committee to determine the compensation of such accounting firm.

In addition, members of Formula’s management will be available to review and discuss Formula’s auditor’s report and consolidated financial statements for the year ended December 31, 2011.

The Board of Directors of Formula recommends that Formula’s shareholders approve each of the above proposals.

The presence in person or by proxy of two or more shareholders possessing at least one-third (1/3) of Formula’s voting power will constitute a quorum at the Meeting. In the absence of a quorum within 30 minutes of the scheduled time for the Meeting, the Meeting will be adjourned for a week and will be held on April 9, 2013 at the same time and place. At such adjourned meeting, if a quorum is again not present within 30 minutes of the scheduled time for the Meeting, the presence of at least two shareholders in person or by proxy (regardless of the voting power possessed by their shares) will constitute a quorum. Approval of each of the above proposals requires the affirmative vote of a majority of the Ordinary Shares present (in person or by proxy) and voting (not including abstentions) at the Meeting (or at any adjournment thereof). The approval of Proposal 2 requires, in addition to the simple majority described in the previous sentence, that either:

  • the majority voted in favor of the proposal includes a majority of the Ordinary Shares held by non-controlling shareholders who do not have a personal interest in the election of the external director (other than a personal interest not deriving from a relationship with a controlling shareholder) that are voted at the meeting, excluding abstentions; or
  • the total number of Ordinary Shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in Formula.

In accordance with the regulations under the Companies Law, Formula is publishing a Hebrew language version of the notice of the Meeting in Israeli newspapers on February 21, 2013. Soon thereafter, Formula will provide to its shareholders a proxy statement describing the above proposals, the procedure for voting in person or by proxy at the Meeting and various other details related to the Meeting.

Exhibits

Exhibit
No.

 

Description

99.1

 

Press Release issued by Formula on February 21, 2013.

   


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

FORMULA SYSTEMS (1985) LTD.

 
       

Date: February 21, 2013

By:

/s/ Guy Bernstein

 
   

Guy Bernstein

 
   

Chief Executive Officer

 

 

PRESS RELEASE

Formula Systems Announces Annual

General Meeting of Shareholders


OR YEHUDA, ISRAEL, February 21, 2013—(BUSINESS WIRE)—Formula Systems (1985) Ltd. (NASDAQ: FORTY) today announced that it will hold its Annual General Meeting of Shareholders on Tuesday, April 2, 2013. The record date for shareholders entitled to vote at the Annual Meeting is February 26, 2013.

The agenda for the meeting is as follows:

  1. The re-election of Mr. Marek Panek and Ms. Dafna Cohen, and election of Mr. Rafal Kozlowski, to Formula’s Board of Directors, each for a term expiring at Formula’s next Annual General Meeting of Shareholders;
  2. The election of Mr. Eli Zamir and Ms. Iris Yahal as external directors of Formula, each to hold office for a three-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999, or the Companies Law, and the approval of the terms of their compensation;
  3. Subject to his election pursuant to Item 1 above, the approval of the compensation to be paid to Mr. Kozlowski  as a member of the Board of Directors; and
  4. The ratification and approval of the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as Formula’s independent registered public accounting firm for the year ended December 31, 2012 and until its next annual general meeting of shareholders, and the authorization of Formula’s audit committee to determine the compensation of such accounting firm.

In addition, members of Formula’s management will be available to review and discuss Formula’s auditor’s report and consolidated financial statements for the year ended December 31, 2011.

Approval of each of Items 1, 2, 3 and 4 above requires the affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting on the item.

Approval of Item 2 is also subject to satisfaction of one of the following, additional voting requirements:

  •  the majority voted in favor of the election and for approval of the proposed terms of compensation of the external directors must include a majority of the shares held by non-controlling shareholders who do not have a personal interest in the election and compensation of the external directors (other than a personal interest not deriving from a relationship with a controlling shareholder) that are voted at the meeting, excluding abstentions; or
  • the total number of shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) voted against the election and proposed terms of compensation of the external directors must not exceed two percent (2%) of the aggregate voting rights in Formula.

 Any two or more shareholders holding, in the aggregate, at least one-third of the voting rights in Formula constitutes a quorum for purposes of the Annual Meeting. In the absence of the requisite quorum of shareholders at the meeting, the meeting will be adjourned to the same day in the next week, at the same time and place, unless otherwise determined at the meeting in accordance with the Company’s Articles of Association. At such adjourned meeting, if a quorum is again not present within 30 minutes of the scheduled time for the meeting, the presence of at least two shareholders in person or by proxy (regardless of the voting power possessed by their shares) will constitute a quorum.

 

Additional Information and Where to Find It

In connection with the meeting, Formula will send to its shareholders of record a proxy statement describing the time and place, and other logistical information related to the meeting, and the various matters to be voted upon at the meeting, along with a proxy card enabling them to indicate their vote on each matter. Formula will also furnish copies of the proxy statement and proxy card to the Securities and Exchange Commission (SEC) in a report on Form 6-K, which may be obtained for free from the SEC’s website at www.sec.gov, Formula’s website at www.formulasystems.com or by directing such request to Formula’s Investor Relations below.

 

About Formula

Formula Systems (1985) Ltd. is a global information technology company principally engaged, through its subsidiaries and affiliates, in providing software consulting services, developing proprietary software products, and providing computer-based business solutions.

For more information, visit www.formulasystems.com.

Press Contact:

Formula Systems (1985) Ltd.

+972-3-5389487

ir@formula.co.il