ITURAN LOCATION AND CONTROL LTD.
Dear Shareholder,
Re: Annual General Meeting of Shareholders
You are cordially invited to attend an Annual General Meeting of Shareholders (the “Annual Meeting”) of Ituran Location and Control Ltd. to be held at
Ituran’s USA offices at 1700 NW 64th St. Suite 100 Fort Lauderdale, FL 33309 USA, on November 12, 2024 at 9:00 a.m. US Eastern 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 will be recorded. Your proxy must be received no later than 9:00 a.m. US Eastern time, on November 11, 2024, 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.
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Truly yours,
Ze'ev Koren
Chairman of the Board of Directors
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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 (the "Annual Meeting") of Ituran Location and Control Ltd. (the “Company”)
will be held at Ituran’s USA offices at 1700 NW 64th St. Suite 100 Fort Lauderdale, FL 33309 USA, on November 12, 2024 at 9:00 a.m. US Eastern time for the following purposes:
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1. |
To receive and discuss the audited Consolidated Financial Statements of the Company for the year ended December 31, 2023.
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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, 2024 and until the Company’s next annual general meeting.
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3. |
To elect the following persons to serve as directors in Class C for additional period until third succeeding Annual meeting thereafter: Izzy Sheratzky, Gil Sheratzky and Ze’ev Koren .
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The affirmative vote of the holders of the majority of the voting power represented at the Meeting in person, by written ballot or by proxy and voting thereon is necessary for approval of items 2
and 3.
Only shareholders of record at the close of business on October 3, 2024 (the “Record Date”) will be entitled to participate in and vote at the Annual
Meeting, subject to the restrictions in the Company’s Articles of Association, as set forth in the attached Proxy Statement. All shareholders are cordially invited to attend the Annual Meeting in person.
Section 87(a) to the Israeli Companies Law, Company's Articles of Association and Board resolution permit to shareholders who will not attend the Annual Meeting in person, to vote by completing
the Form of Proxy Card. The shareholders may also submit a position notice to the Company’s offices (envelope marked clearly as “position notice”, to the Company Secretary, at the Company registered address stated above) no later than ten (10)
days prior to the Annual Meeting. The Board of Directors of the Company may submit response to such position notices until five (5) days prior to the Annual Meeting. Changes to the Annual Meeting agenda may be made after the filing of the
Statement of Proxy, including by adding an item to the agenda following a shareholder request (in accordance with Section 66(b) to the Israeli Companies Law) submitted to the Company no later than seven (7) days following the date in which the
Company filed the attached Proxy Statement, all in accordance with the Israeli Companies Regulations (Notice and advertisement regarding a general meeting and a class meeting in a public company and the addition of an item to the agenda) (2000).
In such case, the Company will file an amended agenda and an amended Statement no later than seven (7) days from the last date of submission of such shareholder's request. The filing of an amended agenda will not require the change of the Record
Date as set forth above and in the attached Proxy Statement. The Proxy Statement, the amended agenda and the amended Proxy Statement (both, if any) and position notices are or will be available on Form 6-K at the U.S. Securities and Exchange
Commission’s EDGAR System http://www.sec.gov/edgar.shtml.
If you wish to attend the Annual Meeting in person and if your shares are held in "street name", meaning a shareholder whose Ordinary Shares are registered in his, her, or its favor with a member
of a stock exchange or other record holder and which are included in the Ordinary Shares registered in the register of shareholders of the Company under the name of such record holder, shall be required to prove ownership of such Ordinary Shares as
of the Record Date by providing the Company, at least 24 hours before the time appointed for holding the Meeting, with proof of ownership, issued by a record holder as well as a statement from such record holder that it did not vote such shares,
and a copy of the shareholder's passport, valid identification document or incorporation certificate.
The Company’s Articles of Association also allow shareholders registered in the Company’s Shareholders Register to appoint a proxy to vote in their stead (whether personally or by means of a
Proxy) at the Annual Meeting, by means of a Deed of Authorization in the form a set forth in the Articles of Association of the Company, so long as the Deed of Authorization is delivered to the Company at least twenty-four (24) hours prior to the
time of the Annual Meeting or presented to the Chairman at such meeting. Shareholders may revoke their Deeds of Authorization by a written notice received at the Company’s offices prior to the commencement of the Annual Meeting, or if present in
person at said General Meeting, may revoke the appointment by means of a written or oral notification to the Chairman and vote their shares in person.
Shareholders who will not attend the Annual Meeting in person are requested to complete date and sign the aforementioned form of Proxy Card distributed herewith (or the amended Form of Proxy
Card, if any) and to return it promptly (and in any event, at least forty eight (48) hours prior to the time of the Annual Meeting) to the Company's transfer agent in the enclosed envelope or to vote by remote voting according to provided
instructions (if it’s available).
Any two or more Shareholders present in person or by proxy, or who have delivered to the Company proxy card indicating their manner of voting, and who hold or represent shares conferring in the
aggregate at least thirty-three and one-third percent (33 1/3%) of the voting power of the Company, shall constitute a lawful quorum at the Annual Meeting. A Shareholder or his proxy, who also serves as a proxy for other Shareholder(s), shall be
regarded as two or more Shareholders, in accordance with the number of Shareholders he is representing.
If within an hour from the time appointed for the General Meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place. No
business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting as originally called. At such adjourned meeting, any number of Shareholders present in person or by proxy or by proxy
card, shall constitute a lawful quorum. The vote necessary to approve the resolutions relating to the matters upon which you will be asked to vote is specified herein above. Each outstanding Ordinary Share is entitled to one vote upon each of the
matters to be presented at the Annual Meeting.
A shareholder is entitled to contact the Company directly and receive the text of the Proxy Statement (or the amended Proxy Statement, if any) and the Position Notices ("hodaot emda") (if any).
For information regarding compensation on an individual basis for the Company's five Office Holders with the highest compensation for the year 2023, please see the Company's Annual Report on Form
20-F for the year ended December 31, 2023 “Item 6. Directors, Senior Management and Employees - Item B. Compensation” at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001337117/000117891324001363/zk2329524.htm
Copies of the proposed resolutions are available at Ituran’s USA offices at 1700 NW 64th St. Suite 100 Fort Lauderdale, FL 33309 USA, every business day from 9 a.m. to 5 p.m. (US Eastern Time),
following prior coordination at telephone number +1-954-484-3806.
Diversity of the Board of Directors
The table below provides certain information regarding the composition of our Board. Each of the categories listed in the below table has the meaning as it is used in Nasdaq
Rule 5605(f) and related instructions.
Board Diversity Matrix (As of September 30, 2024)
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Country of Principal Executive Offices
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Israel
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Foreign Private Issuer
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Yes
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Disclosure Prohibited under Home Country Law
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No
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Total Number of Directors
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12
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Part I: Gender Identity
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Female
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Male
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Non-Binary
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Did Not Disclose
Gender
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Directors
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1
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11
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Part II: Demographic Background
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Underrepresented Individual in Home Country Jurisdiction
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0
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LGBTQ+
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0
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Did Not Disclose Demographic Background
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0
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By order of the Board of Directors,
Guy Aharonov, Adv.
General Counsel
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Azour, Israel
September 30, 2024
ITURAN LOCATION AND CONTROL LTD.
PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
September 30, 2024
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 November 12, 2024 at 9:00 a.m. US Eastern 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 Ituran’s USA offices at 1700 NW 64th St. Suite 100 Fort Lauderdale, FL 33309 USA. The telephone number at that address is +1- 954-484-3806.
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 October 3, 2024 (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.
As of September 30, 2024 we have 19,893,580 outstanding shares.
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 with proof of identity of the shareholder (to the satisfaction of Company's secretary) which have to be received with the Company's registered address at least 48 hours prior to the time of the Annual Meeting, 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.
Quorum, Voting and Solicitation
Any two or more Shareholders present in person or by proxy, or who have delivered to the Company proxy card indicating their manner of voting, and who hold or represent shares conferring in the
aggregate at least thirty-three and one-third percent (33 1/3%) of the voting power of the Company, shall constitute a lawful quorum at the Annual Meeting. A Shareholder or his proxy, who also serves as a proxy for other Shareholder(s), shall be
regarded as two or more Shareholders, in accordance with the number of Shareholders he is representing.
If within an hour from the time appointed for the General Meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place. No
business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting as originally called. At such adjourned meeting, any number of Shareholders present in person or by proxy or by proxy
card, shall constitute a lawful 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.
If you wish to attend the Annual Meeting in person and if your shares are held in "street name", meaning a shareholder whose Ordinary Shares are registered in his, her, or its favor with a member
of a stock exchange or other record holder and which are included in the Ordinary Shares registered in the register of shareholders of the Company under the name of such record holder, shall be required to prove ownership of such Ordinary Shares as
of the Record Date by providing the Company, at least 48 hours before the time appointed for holding the Meeting, with proof of ownership, issued by a record holder as well as a statement from such record holder that it did not vote such shares,
and a copy of the shareholder's passport, valid identification document or incorporation certificate.
The Company’s Articles of Association also allow shareholders registered in the Company’s Shareholders Register to appoint a proxy to vote in their stead (whether personally or by means of a
Proxy) at the Annual Meeting, by means of a Deed of Authorization in the form as set forth in the Articles of Association of the Company, so long as the Deed of Authorization is delivered to the Company at least twenty-four (24) hours prior to
the time of the Annual Meeting or presented to the Chairman at such meeting. Shareholders may revoke their Deeds of Authorization by a written notice received at the Company’s offices prior to the commencement of the Annual Meeting, or if present
in person at said General Meeting, may revoke the appointment by means of a written or oral notification to the Chairman and vote their shares in person.
Shareholders who will not attend the Annual Meeting in person are requested to complete date and sign the aforementioned form of Proxy Card distributed herewith (or the amended Form of Proxy
Card, if any) and to return it promptly (and in any event, at least forty eight (48) hours prior to the time of the Annual Meeting) to the Company's transfer agent in the enclosed envelope or to vote by remote voting according to provided
instructions (if it’s available).
The Board of Directors of the Company is soliciting the attached proxy cards for the Annual Meeting, primarily by electronic delivery mail and by filing it publicly. 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 Israeli office at 3 Hashikma St. Azour Israel (P.O. Box 11473 Azour 58001), by no later than 10 days prior to the Annual Meeting.
DISCUSSION OF THE COMPANY’S AUDITED FINANCIAL STATEMENTS
Background
The Audit Committee has approved (pursuant to the Nasdaq Corporate Governance Rules) and recommended, and the Board of Directors has approved (pursuant to the Israeli Companies Law), the audited
financial statements of the Company for the year ended December 31, 2023, as attached to the Company's Annual Report on Form 20-F for the year ended December 31, 2023. Under the Israeli Companies Law and the Company’s Articles of Association,
shareholders’ discussion is required for both the financial statements and the related report of the Board of Directors (please see the Company's Annual Report on Form 20-F for the year ended December 31, 2023). Our Chief Financial Officer, Mr.
Eli Kamer will be available to respond to appropriate questions of shareholders.
Proposal
It is proposed that at the Annual Meeting the following matter be discussed:
“The audited financial statements of the Company for the year ended December 31, 2023 and the report of the Board of Directors for such period are hereby noted.”
Vote Required
No vote of the holders of Ordinary Shares is required in respect with discussion of this item.
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, 2024. Fahn Kanne & co. audited the Company’s books and accounts since the year ended December 31, 1995.
The following table presents aggregate fees for professional audit services and other services rendered by Fahn Kanne & co., for 2022 and 2023:
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2022 |
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2023 |
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(In thousands ,USD)
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Audit Fees (1)
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581
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596
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| Tax Fees (2) |
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13 |
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17 |
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| Total |
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594 |
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613 |
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(1) The audit fees for the years ended December 31, 2022 and 2023 were for professional services rendered for the audits of our
annual consolidated financial statements, review of consolidated quarterly financial statements and statutory audits of the Company.
(2) Consists of all tax related services.
Our audit committee has approved the above audit and non-audit services provided by Grant Thornton, during the years 2022 and 2023.
Proposal
Shareholders are being asked to renew the appointment of Fahn Kanne & co. as the Company’s independent auditors for the fiscal year 2024 and until the close of the next Shareholders' Annual
General Meeting. The Audit Committee will pre-approve all services to be performed by, as provided for in the U.S. Sarbanes-Oxley Act of 2002 and the rules thereunder, while the board of directors will pre – approve and determine the compensation
to be paid to our auditors, as provided for in the Israel Companies Law, rules and regulations 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 fiscal year 2024 and until the
close of the next Shareholders' Annual General Meeting”.
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.
PROPOSAL TWO
The election of certain directors for additional period
until third succeeding Annual meeting thereafter
Background
The 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. Form of the declaration of these officers pursuant to Section 224B can be found on the Company's website www.ituran.com.
Proposal
Shareholders are being asked to elect the following persons to serve as directors in Class C for additional period until third succeeding Annual meeting thereafter: Messrs. Izzy Sheratzky, Gil Sheratzky and Zeev Koren:
Izzy Sheratzky is a co-founder of our company and its President. He has previously served as the Chairman of our Board of Directors, which in our company
constitutes both an officer and director positions, ever since our company was acquired from Tadiran in 1995. Until 2003, Mr. Sheratzky also served as our Chief Executive Officer. Mr. Sheratzky also serves as the Chairman of the Board of
Directors of Moked (1973) Investigations Company Ltd., Moked Services, Information and Investments Ltd., and Moked Ituran. He also serves as a director in Tikal Document Collection Ltd. Mr. Sheratzky is the father of Eyal, Nir and Gil Sheratzky,
Brother of Efraim Sheratzky and uncle of Tal Sheratzky-Jaffa.
Zeev Koren has served as a director of our company since 2006 and since 2011 serves as the Chairman of the Board of Directors of the Company. In 1988
Brigadier Gen. (Res) Koren retired from the Israel Defence Forces after a career of 25 years, where in his final position he served as the head of human resources planning for the general staff division. Since then he has served in a senior
capacity in companies in the fields of international forwarding and medical services. During the past ten years he has also served as the general manager of a Provident Management Company. He holds a B.A. in Political Science and Criminology from
Bar Ilan University. Efraim Sheratzky was appointed to the board on February 9, 2015, to replace Mr. Amos Kurz.
Gil Sheratzky serves as a director of our company and since 2013 as our International Activity and Business Development Officer. Mr. Sheratzky has been
serving since January 23, 2007 as the Chief Executive Officer of our subsidiary, E-Com Global Electronic Commerce Ltd. From 2003 and until 2013 Mr. Sheratzky served as our marketing communication officer. During the years 2000 - 2001 Gil worked
in our control center, and during the years 2001 - 2002 he worked in an advertising agency. Mr. Sheratzky holds a BA in Business Administration from the Herzliya Interdisciplinary Center, and an MBA degree from the Booth School of Business at
Chicago University, USA. Gil serves also as director in some of our subsidiaries, Bringg and chairman of Mapa GIS (a subsidiary of Ituran). Gil Sheratzky is the son of Izzy Sheratzky and the brother of Eyal Sheratzky and Nir Sheratzky and nephew
of Effraim Sheratzky.
The statements of the above candidates to serve as directors are available at Ituran’s Israeli offices at 3 Hashikma St. Azour Israel, every business day from 9 a.m. to 5 p.m. (Israeli time),
following prior coordination at telephone number +972-3-5571314.
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.
Sincerely yours,
Ituran Location and Control Ltd.