EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1 exhibit_99-1.htm


Exhibit 99.1
 
 
ITURAN LOCATION AND CONTROL LTD.

November 5, 2014

Dear Shareholder,

Re: Annual General Meeting of Shareholders

You are cordially invited to attend the 2014 Annual General Meeting of Shareholders (the “Annual Meeting”) of Ituran Location and Control Ltd. to be held at Ituran’s offices at 3 Hashikma St. Azour Israel, on December 15, 2014 at 14:00 p.m. local time.

Holdings of the Company’s ordinary shares are being asked to vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders. Your Board of Directors recommended a vote “FOR” all the matters set forth in the notice.

At the annual meeting, representatives of the Board of Directors and management will be pleased to respond to any questions you may have.

Whether or not you plan to be present at the Annual Meeting and regardless of the number of ordinary shares you own, you are requested to complete and return the enclosed proxy, which is solicited by the Company’s Board of Directors, and mail it promptly in the accompanying envelope, so that your votes may be recorded. Under the Company’s Articles of Association, your proxy must be received by 14:00 p.m., Israel time, on December 13, 2014, to be counted for the Annual Meeting. If you are present at the Annual Meeting and desire to vote in person, you may revoke your appointment of proxy at the Annual Meeting so that you may vote your shares personally.

Your cooperation is appreciated.
 
 
Very truly yours,
 
Zeev Koren
Chairman of the Board of Directors
 
AS A FOREIGN PRIVATE ISSUER, WE ARE EXEMPT FROM THE RULES UNDER THE SECURITIES EXCHANGE ACT RELATED TO THE FURNISHING AND CONTENT OF PROXY STATEMENTS. THE CIRCULATION OF THIS PROXY STATEMENT SHOULD NOT BE TAKEN AS AN ADMISSION THAT WE ARE SUBJECT TO THOSE PROXY RULES.
 

 
 

 
 




ITURAN LOCATION AND CONTROL LTD

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the shareholders of
Ituran Location and Control Ltd.:

The annual general meeting of shareholders of Ituran Location and Control Ltd. (the “Company”) will be held at the Company’s headquarters located at 3 Hashikma Street, Azour, Israel, on December 15, 2014 at 14:00 p.m. for the following purposes:
 
 
(1)
To receive and discuss the audited Consolidated Financial Statements of the Company for the year ended December 31 2013.

 
(2)
To renew the appointment of the firm of Fahn Kanne & co. (a member firm of Grant Thornton international) as the Company’s independent auditors for the year ending December 31, 2015 and until the Company’s next annual general meeting and authorize the Audit Committee of the Company to determine their remuneration.
 
 
(3)
To elect the following persons to serve as directors for additional period until third succeeding Annual meeting thereafter: Yehuda Kahane, Igal Shani and Nir Sheratzky.Mr Shani shall replace Mr. Avner Kurts who resigned from his office as a director of the company together with Mr. Amos Kurts who shall be replaced by Mr. Effi Sheratzky.

 
(4)
To re-elect the following external director to office: Israel Baron for an additional term of three years.

Only shareholders of record on November 10, 2014 are entitled to receive notice of and vote at the Annual Meeting.

 
By order of the Board of Directors,
 
Guy Aharonov, Adv.
General Counsel
 
Azour, Israel
November 5, 2014

 
 

 
 
 
ITURAN LOCATION AND CONTROL LTD.
PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

November 5, 2014

The enclosed proxy is solicited on behalf of the Board of Directors of Ituran Location and Control Ltd. (the “Company”) for use at the Company’s Annual General Meeting of Shareholders (the “Annual Meeting”) to be held on December 15, 2014 at 2 p.m., local time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice. The Annual Meeting will be held at the offices of the Company located at 3 Hashikma Street, Azour, Israel. The telephone number at that address is +972-3-5571314.

INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date and Shares Outstanding

You are entitled to notice of the Annual Meeting and to vote at the Annual Meeting if you were a shareholder of record of Ordinary Shares, nominal value NIS 0.331/3 (the “Ordinary Shares”), of the Company at the close of business on November 10, 2014 (the “Record Date”). You are also entitled to notice of the Annual Meeting and to vote at the Annual Meeting if you held Ordinary Shares through a bank, broker or other nominee which was a shareholder of record of the Company at the close of business on the Record Date or which appeared in the participant listing of a securities depository on that date.

Revocability of Proxies

A form of proxy card for use at the Annual Meeting is attached. Please follow the instructions on the proxy card. You may change your mind and cancel your proxy card by filing a written notice of revocation with the Company, by completing and returning a duly executed proxy card bearing a later date, or by voting in person at the Annual Meeting. Attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy. Shares represented by a valid proxy card in the attached form will be voted in favor of all of the proposed resolutions to be presented to the Annual Meeting, unless you clearly vote against a specific resolution.

Quorum, Voting and Solicitation

At least two shareholders who attend the Annual Meeting in person or by proxy will constitute a quorum at the Annual Meeting, provided that they hold shares conferring in the aggregate more than one third of the voting power of the Company. If a quorum is not present within one hour from the time scheduled for the Annual Meeting, the Annual Meeting will be adjourned to the same day in the next week, at the same time and place. At such adjourned meeting any number of shareholders present in person or by proxy shall constitute a quorum. The vote necessary to approve the resolutions relating to the matters upon which you will be asked to vote is specified below immediately following each proposed resolution. Each outstanding Ordinary Share is entitled to one vote upon each of the matters to be presented at the Annual Meeting.

Shareholders registered in the Company’s shareholders registry in Israel and shareholders who hold shares through members of the Tel-Aviv Stock Exchange who vote their shares by proxy must also provide the Company with a copy of their identity card, passport or certificate of incorporation, as the case may be. Shareholders who hold shares through members of the Tel-Aviv Stock Exchange and intend to vote their shares either in person or by proxy must deliver to the Company an ownership certificate, confirming their ownership of shares of the Company on the record date, which certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meetings), 2000, as amended.

 
 

 
 
The Board of Directors of the Company is soliciting the attached proxy cards for the Annual Meeting, primarily by mail. The original solicitation of proxies by mail may be further supplemented by solicitation by telephone and other means by certain officers, directors, employees and agents of the Company, but they will not receive additional compensation for these services. Under Israeli law, if a quorum is present in person or by proxy, broker non-votes and abstentions will have no effect on whether the requisite vote is obtained, as they do not constitute present and voting shares.

Shareholders are entitled to apply in writing, through the Company, to the other shareholders of the Company in order to present their position in respect of any item on the agenda of the Annual Meeting (“Position Notice”). Position Notices may be sent to the Company’s registered office at the address specified above, by no later than November 19, 2014.

REVIEW AND DISCUSSION OF THE AUDITED CONSOLIDATED FINANCIAL
 STATEMENTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2013

In accordance with Section 60(b) of the Companies Law, shareholders are invited to discuss the audited Consolidated Financial Statements of the Company for the year ended December 31, 2013. The Annual Report on Form 20-F of the Company for the year ended  December 31, 2013, including the audited Consolidated Financial Statements of the Company, is available on the Company’s website, at www.ituran.com.

PROPOSAL ONE
REAPPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION
OF AUDITORS’ COMPENSATION

Background

The Audit Committee and the Board of Directors have selected the accounting firm Fahn Kanne & co., a member of Grant Thornton International, as the independent auditors to audit the consolidated financial statements of the Company for the year ending December 31, 2015. Fahn Kanne & co. audited the Company’s books and accounts since the year ended December 31, 1995.

Proposal

Shareholders are being asked to renew the appointment of Fahn Kanne & co. as the Company’s independent auditors for 2015, and to authorize the Audit Committee to set the compensation of these auditors. The Audit Committee will pre-approve all services to be performed by, and compensation to be paid to our auditors as provided for in the U.S. Sarbanes-Oxley Act of 2002 and the rules thereunder.

It is proposed that the following resolution be adopted at the Annual Meeting: “that Fahn Kanne & co. be appointed as the Company’s independent auditors for the year 2015 and that the Audit Committee of the Company is hereby authorize to determine the compensation of theses auditors”.

Vote Required

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for approval of this proposal.

Board Recommendation

The Board of Directors recommends that the shareholders vote “FOR” the renewal of the appointment of the Company’s independent auditors and the authorization of the Audit Committee to determine their compensation.

 
 

 

PROPOSAL TWO
THE ELECTION OF CERTAIN DIRECTORS FOR ADDITIONAL PERIOD
 UNTIL THIRD SUCCEEDING ANNUAL MEETING THEREAFTER

Background

The re-election of Directors of the Company is determined under the Company’s Articles of Association. At every annual meeting three or four directors out of all directors presiding, shall be replaced or re-elected to office.

Proposal
 
Shareholders are being asked to approve the election of the following directors to office: Yigal Shani, Nir Sheratzky, Yehuda Kahane
 
Yehuda Kahane is a co-founder of our company and has served as a director since its acquisition from Tadiran in 1995. Professor Kahane is a Professor Emeritus at the Faculty of Management, Tel Aviv University and heads the Akirov Institute for Business and the Environment at Tel-Aviv University. Professor Kahane founded and served as the first Dean of the Israeli Academic School of Insurance until 2000. In addition, he was the co-founder and co-owner of the managing firm of the first balanced pension fund in Israel, Teshura, a co-owner of the technological incubators Weizman, Ofakim and Katzrin, and is involved in the formation, seed investment and management of start-up companies. Professor Kahane serves as an actuarial consultant to various companies and organizations and has been providing financial consulting services to our company since 1998. Professor Kahane is a director in Capital Point Ltd. and in a large number of private technological companies unrelated to us. He is the chairman of an association for the visually impaired of Hertzelia and Sharon District and a board member of the umbrella organization for the visually impaired in Israel. Professor Kahane holds a BA degree in Economics and Statistics, an MA degree in Business Administration and a PhD in Finance from the Hebrew University of Jerusalem. He is the father of Yoav Kahane.
 
Yigal Shani has served as a director of our company since its acquisition from Tadiran in 1995. Mr. Shani is an insurance agent and a partner in the insurance agency Tzivtit Insurance Agency (1998), Ltd., which provides insurance services to our company.

Nir Sheratzky has served as a director of our company since its acquisition in 1995 and as a Co-Chief Executive Officer since 2003. Prior to such date, Mr. Sheratzky served as alternate Chief Executive Officer of our company from 1995 to 2003. Mr. Sheratzky is also a director in Moked Ituran. He holds BA and MA degrees in Economics from Tel Aviv University. Nir is the son of Izzy Sheratzky, the brother of Eyal and Gil Sheratzky.

It is proposed that the following resolution be adopted at the Annual Meeting: “to approve the re-election of the following persons to serve as directors for additional period until third succeeding Annual meeting thereafter: Yigal Shani, Nir Sheratzky, Yehuda Kahane.

Vote Required

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 thereon is necessary for approval of this proposal.

Board Recommendation

The Board of Directors recommends that the shareholders vote “FOR” the re-election of the abovementioned persons to the Company’s board of directors, for additional period until third succeeding Annual meeting thereafter

 
 

 

PROPOSAL THREE
THE RE-ELECTION OF THE EXTERNAL DIRECTOR OF THE COMPANY FOR
ADDITIONAL PERIOD
 UNTIL THIRD SUCCEEDING ANNUAL MEETING THEREAFTER

Background

Being a dual company (which securities are traded both in TASE & NASDAQ) the Company is authorized to re-elect it’s external directors to additional three years terms of office, If both Audit committee & the board of directors come into conclusion that those directors has special expertise and contribution  to the board of directors and it’s committees. Since both Audit committee & the board of directors come into such conclusion, the annual meeting is requested to confirm such re-election.

Proposal

Shareholders are being asked to approve the re-election of the Mr. Israel Baron as an external-director of the Company for a three-year term.

Vote Required

The affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person, by written ballot or by proxy and voting thereon is necessary for approval of this proposal, provided that the following occurs as well: (a) such majority at the Annual Meeting shall not include the votes of controlling shareholders or those having a personal interest in the appointment, except a personal interest which is not resulting from connections with controlling shareholders, and, votes of those who abstain; and (b) the total number of shares voted in favor of the election of the external director and held by shareholders other than controlling shareholders or those having a personal interest in the appointment, except a personal interest which is not resulting from connections with controlling shareholders, exceed 2% of the entire voting rights in the Company.

Board Recommendation

The Board of Directors recommends the re-election of the abovementioned persons to the Company’s board of directors as external Directors, for additional period until third succeeding Annual Meeting thereafter

Sincerely yours,
 
Ituran Location and Control Ltd.
 
 
 
 

 
 
 
ITURAN LOCATION AND CONTROL LTD.
 
FORM OF PROXY
 
For use by shareholders of the Company at the Annual General Meeting of the Shareholders to be held on December 15, 2014 at 14:00 p.m. at the Company’s offices at 3 Hashikma Street, Azour (P.O. Box 11473 Azour 58001), Israel.

(Please use BLOCK CAPITALS)

I ________________________________________________________________
 
of _______________________________________________________________,
 
being a shareholder of Ituran Location and Control Ltd. (the “Company”), hereby appoint  Mr. Israel Baron, as my proxy to vote for me and on my behalf at the Annual General Meeting to be held on December 15, 2014 at the Company’s offices at said address (the “Annual Meeting”) and at any adjournment(s) thereof.
 
I direct that my vote(s) be cast on the resolution as indicated by a ü in the appropriate space.

RESOLUTIONS
 
FOR
AGAINST
ABSTAIN
The renewal of the appointment of Fahn Kanne & co. (a member firm of Grant Thornton international) as the Company’s independent auditors for the year ending December 31, 2015 and authorization of the Audit Committee to determine their compensation.
     
The approval of the re-election of the following directors to office: Yehuda Kahane, Yigal Shani, Nir Sheratzky.
     
The approval of the re-election of Mr. Israel Baron as external director to office.
     

If no direction is made this proxy will be voted FOR Items 1 - 3 above.

Dated ____________ Name _________________ Signature __________________

Notes:

To be valid, this form of Proxy must be lodged at the Company’s offices at 3 Hashikma Street, Azur, Israel, not later than 24 hours prior to the time set for the meeting (or an adjourned meeting, if such shall take place), and a failure to so deposit shall render the appointment invalid. You may fax this proxy to the Company at +972-3-5571393 (Attn: Mr. Guy Aharonov). - Any alterations to this form must be initialed.
 
1.
Completion and return of this Proxy Form will not prevent a member from attending and voting in person at the Meeting.