| 2025-12-03 |
详情>>
业绩披露：
2025年三季报(累计)每股收益0.77美元,归母净利润4100.00万美元,同比去年增长-74.85%
|
| 2025-08-28 |
详情>>
业绩披露：
2025年中报每股收益0.32美元,归母净利润1700.00万美元,同比去年增长-85.95%
|
| 2025-06-20 |
股东大会：
将于2025-07-11召开股东大会
会议内容 ▼▲
- 1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution to the Board of Directors:
(a)Mr. Cyril Pierre-Jean Ducau;
(b)Mr. Antoine Bonnier;
(c)Mr. Laurence N. Charney;
(d)Mr. Barak Cohen;
(e)Mr. N. Scott Fine;
(f)Dr. Bill Foo;
(g)Mr. Aviad Kaufman;
(h)Mr. Robert L. Rosen;
(i)Mr. Arunava Sen.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending December 31, 2025, and to authorize the Directors (which may act through the Audit Committee) to fix their remuneration.
3.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
THAT, pursuant to the provisions of Section 161 of the Companies Act 1967 (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and our Constitution (the “Constitution”), authority be and is hereby given to our Directors to:
(a)(i)allot and issue ordinary shares of the Company (“shares”);
(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments exercisable for or convertible into shares),at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;
(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force,and that the authority to be conferred by this resolution shall continue in force until the (i) conclusion of the next Annual General Meeting of the Company; or (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
THAT authority be and is hereby given to the Directors to offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014, provided that the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered pursuant to Awards already granted under the SIP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
5.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:
THAT:(a)for the purposes of Sections 76C and 76E of the Companies Act 1967 (the “Companies Act”), the exercise by our Directors of all of our powers to purchase or otherwise acquire issued ordinary shares of the Company (“Ordinary Shares”, and each, an “Ordinary Share”) not exceeding in aggregate the number of issued Ordinary Shares representing 10% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this resolution (excluding any Ordinary Shares which are held as treasury shares, or which are held by a subsidiary of the Company under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:
(i)market purchases on the New York Stock Exchange (“NYSE”), Tel Aviv Stock Exchange (“TASE”) or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, which may be made through one or more duly licensed or registered dealers appointed by us for that purpose;
(ii)off-market purchases (that is, effected other than on the NYSE, TASE, or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, and subject to all the applicable conditions prescribed by the Companies Act,and in accordance with all applicable securities laws and regulations and rules of the NYSE, TASE or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, as may be applicable, be and is hereby authorized and approved generally and unconditionally;
(b)unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the authorization contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:
(i)the date on which our next Annual General Meeting is held;
(ii)the date by which our next Annual General Meeting is required by law to be held;
(c)the maximum purchase price (excluding brokerage commission, applicable goods and services tax and other related expenses) which may be paid for an Ordinary Share purchased or acquired by us pursuant to the authorization contained in paragraph (a) above, shall not exceed:
(i)in the case of a market purchase of an Ordinary Share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the NYSE or TASE or any such other stock exchange, in each case on which our Ordinary Shares are being purchased, as applicable;
(ii)in the case of an off-market purchase pursuant to an equal access scheme, 105% of the closing price of our ordinary shares as quoted on either the NYSE or TASE, whichever is higher, on either (A) the trading day immediately preceding the date on which we resolve to effect the off-market purchase; or (B) the trading day immediately preceding the day such off-market purchase is completed, whichever is higher, in each case, if applicable, as translated into the relevant currency in which the off-market purchase is being made using the prevailing exchange rate on the date as of which such closing price is being calculated;
(d)our Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorized by this resolution.
|
| 2025-06-20 |
股东大会：
将于2025-07-11召开股东大会
会议内容 ▼▲
- 1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution to the Board of Directors:
(a)Mr. Cyril Pierre-Jean Ducau;
(b)Mr. Antoine Bonnier;
(c)Mr. Laurence N. Charney;
(d)Mr. Barak Cohen;
(e)Mr. N. Scott Fine;
(f)Dr. Bill Foo;
(g)Mr. Aviad Kaufman;
(h)Mr. Robert L. Rosen;
(i)Mr. Arunava Sen.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending December 31, 2025, and to authorize the Directors (which may act through the Audit Committee) to fix their remuneration.
3.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
THAT, pursuant to the provisions of Section 161 of the Companies Act 1967 (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and our Constitution (the “Constitution”), authority be and is hereby given to our Directors to:
(a)(i)allot and issue ordinary shares of the Company (“shares”);
(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments exercisable for or convertible into shares),at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;
(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force,and that the authority to be conferred by this resolution shall continue in force until the (i) conclusion of the next Annual General Meeting of the Company; or (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
THAT authority be and is hereby given to the Directors to offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014, provided that the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered pursuant to Awards already granted under the SIP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
5.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:
THAT:(a)for the purposes of Sections 76C and 76E of the Companies Act 1967 (the “Companies Act”), the exercise by our Directors of all of our powers to purchase or otherwise acquire issued ordinary shares of the Company (“Ordinary Shares”, and each, an “Ordinary Share”) not exceeding in aggregate the number of issued Ordinary Shares representing 10% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this resolution (excluding any Ordinary Shares which are held as treasury shares, or which are held by a subsidiary of the Company under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:
(i)market purchases on the New York Stock Exchange (“NYSE”), Tel Aviv Stock Exchange (“TASE”) or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, which may be made through one or more duly licensed or registered dealers appointed by us for that purpose;
(ii)off-market purchases (that is, effected other than on the NYSE, TASE, or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, and subject to all the applicable conditions prescribed by the Companies Act,and in accordance with all applicable securities laws and regulations and rules of the NYSE, TASE or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, as may be applicable, be and is hereby authorized and approved generally and unconditionally;
(b)unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the authorization contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:
(i)the date on which our next Annual General Meeting is held;
(ii)the date by which our next Annual General Meeting is required by law to be held;
(c)the maximum purchase price (excluding brokerage commission, applicable goods and services tax and other related expenses) which may be paid for an Ordinary Share purchased or acquired by us pursuant to the authorization contained in paragraph (a) above, shall not exceed:
(i)in the case of a market purchase of an Ordinary Share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the NYSE or TASE or any such other stock exchange, in each case on which our Ordinary Shares are being purchased, as applicable;
(ii)in the case of an off-market purchase pursuant to an equal access scheme, 105% of the closing price of our ordinary shares as quoted on either the NYSE or TASE, whichever is higher, on either (A) the trading day immediately preceding the date on which we resolve to effect the off-market purchase; or (B) the trading day immediately preceding the day such off-market purchase is completed, whichever is higher, in each case, if applicable, as translated into the relevant currency in which the off-market purchase is being made using the prevailing exchange rate on the date as of which such closing price is being calculated;
(d)our Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorized by this resolution.
|
| 2025-05-28 |
详情>>
业绩披露：
2025年一季报每股收益0.22美元,归母净利润1200.00万美元,同比去年增长50.00%
|
| 2025-04-02 |
详情>>
股本变动：
变动后总股本5215.02万股
|
| 2025-04-02 |
详情>>
业绩披露：
2022年年报每股收益5.80美元,归母净利润3.13亿美元,同比去年增长-66.39%
|
| 2025-04-02 |
详情>>
业绩披露：
2024年年报每股收益11.34美元,归母净利润5.98亿美元,同比去年增长353.27%
|
| 2024-12-05 |
详情>>
业绩披露：
2024年三季报(累计)每股收益3.09美元,归母净利润1.63亿美元,同比去年增长167.08%
|
| 2024-09-09 |
详情>>
业绩披露：
2024年中报每股收益2.28美元,归母净利润1.21亿美元,同比去年增长427.03%
|
| 2024-06-03 |
详情>>
业绩披露：
2024年一季报每股收益0.15美元,归母净利润800.00万美元,同比去年增长200.00%
|
| 2024-04-17 |
股东大会：
将于2024-05-09召开股东大会
会议内容 ▼▲
- 1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution to the Board of Directors.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending December 31, 2024, and to authorize the Directors (which may act through the Audit Committee) to fix their remuneration.
3.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:THAT, pursuant to the provisions of Section 161 of the Companies Act 1967 (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and our Constitution (the “Constitution”), authority be and is hereby given to our Directors to:(a)(i)allot and issue ordinary shares of the Company (“shares”);(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments exercisable for or convertible into shares),at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force,and that such authority shall continue in force until the (i) conclusion of the next Annual General Meeting of the Company; or (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:THAT: (a)pursuant to Rule 14 of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”), the extension of the duration of the SIP 2014 for a further period of ten years from May 15, 2024 up to May 14, 2034 (both dates inclusive) be and is hereby approved;(b)subject to resolution (a) being passed, authority be and is hereby given to the Directors to offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the SIP 2014 and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014;(c)authority be and is hereby given to the Directors to offer and grant options to acquire shares (“Options”) in accordance with the Kenon Holdings Ltd. Share Option Plan 2014 (the “SOP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the exercise of Options under the SOP 2014,provided that the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 and pursuant to Options granted under the SOP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered (i) pursuant to Awards already granted under the SIP 2014; and (ii) pursuant to Options already granted under the SOP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
5.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:That:(a)for the purposes of Sections 76C and 76E of the Companies Act 1967 (the “Companies Act”), the exercise by our Directors of all of our powers to purchase or otherwise acquire issued ordinary shares of the Company (“Ordinary Shares”, and each, an “Ordinary Share”) not exceeding in aggregate the number of issued Ordinary Shares representing 10% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this resolution (excluding any Ordinary Shares which are held as treasury shares, or which are held by a subsidiary of the Company under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:(i)
market purchases on the New York Stock Exchange (“NYSE”), Tel Aviv Stock Exchange (“TASE”) or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, which may be made through one or more duly licensed or registered dealers appointed by us for that purpose;(ii)off-market purchases (that is, effected other than on the NYSE, TASE, or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, and subject to all the applicable conditions prescribed by the Companies Act,and in accordance with all applicable securities laws and regulations and rules of the NYSE, TASE or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, as may be applicable, be and is hereby authorized and approved generally and unconditionally;(b)unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the authorization contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:(i)the date on which our next annual general meeting is held; or(ii)the date by which our next annual general meeting is required by law to be held;(c)the maximum purchase price (excluding brokerage commission, applicable goods and services tax and other related expenses) which may be paid for an Ordinary Share purchased or acquired by us pursuant to the authorization contained in paragraph (a) above, shall not exceed:(i)in the case of a market purchase of an Ordinary Share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be);(ii)in the case of an off-market purchase pursuant to an equal access scheme, 105% of the closing price of our Ordinary Shares as quoted on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be), on the day immediately preceding the date on which we resolve on effecting the off-market purchase;(d)our Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorized by this resolution.
|
| 2024-04-17 |
股东大会：
将于2024-05-09召开股东大会
会议内容 ▼▲
- 1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution to the Board of Directors.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending December 31, 2024, and to authorize the Directors (which may act through the Audit Committee) to fix their remuneration.
3.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:THAT, pursuant to the provisions of Section 161 of the Companies Act 1967 (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and our Constitution (the “Constitution”), authority be and is hereby given to our Directors to:(a)(i)allot and issue ordinary shares of the Company (“shares”);(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments exercisable for or convertible into shares),at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force,and that such authority shall continue in force until the (i) conclusion of the next Annual General Meeting of the Company; or (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:THAT: (a)pursuant to Rule 14 of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”), the extension of the duration of the SIP 2014 for a further period of ten years from May 15, 2024 up to May 14, 2034 (both dates inclusive) be and is hereby approved;(b)subject to resolution (a) being passed, authority be and is hereby given to the Directors to offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the SIP 2014 and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014;(c)authority be and is hereby given to the Directors to offer and grant options to acquire shares (“Options”) in accordance with the Kenon Holdings Ltd. Share Option Plan 2014 (the “SOP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the exercise of Options under the SOP 2014,provided that the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 and pursuant to Options granted under the SOP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered (i) pursuant to Awards already granted under the SIP 2014; and (ii) pursuant to Options already granted under the SOP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
5.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:That:(a)for the purposes of Sections 76C and 76E of the Companies Act 1967 (the “Companies Act”), the exercise by our Directors of all of our powers to purchase or otherwise acquire issued ordinary shares of the Company (“Ordinary Shares”, and each, an “Ordinary Share”) not exceeding in aggregate the number of issued Ordinary Shares representing 10% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this resolution (excluding any Ordinary Shares which are held as treasury shares, or which are held by a subsidiary of the Company under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:(i)
market purchases on the New York Stock Exchange (“NYSE”), Tel Aviv Stock Exchange (“TASE”) or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, which may be made through one or more duly licensed or registered dealers appointed by us for that purpose;(ii)off-market purchases (that is, effected other than on the NYSE, TASE, or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, and subject to all the applicable conditions prescribed by the Companies Act,and in accordance with all applicable securities laws and regulations and rules of the NYSE, TASE or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, as may be applicable, be and is hereby authorized and approved generally and unconditionally;(b)unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the authorization contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:(i)the date on which our next annual general meeting is held; or(ii)the date by which our next annual general meeting is required by law to be held;(c)the maximum purchase price (excluding brokerage commission, applicable goods and services tax and other related expenses) which may be paid for an Ordinary Share purchased or acquired by us pursuant to the authorization contained in paragraph (a) above, shall not exceed:(i)in the case of a market purchase of an Ordinary Share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be);(ii)in the case of an off-market purchase pursuant to an equal access scheme, 105% of the closing price of our Ordinary Shares as quoted on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be), on the day immediately preceding the date on which we resolve on effecting the off-market purchase;(d)our Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorized by this resolution.
|
| 2024-03-26 |
详情>>
业绩披露：
2023年年报每股收益-4.42美元,归母净利润-2.36亿美元,同比去年增长-175.48%
|
| 2023-11-29 |
详情>>
业绩披露：
2023年三季报(累计)每股收益-4.53美元,归母净利润-2.43亿美元,同比去年增长-121.04%
|
| 2023-11-17 |
复牌提示：
2023-11-16 13:39:06 停牌，复牌日期 2023-11-16 14:41:44
|
| 2023-05-04 |
股东大会：
将于2023-05-26召开股东大会
会议内容 ▼▲
- 1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution to the Board of Directors:
(a)Mr. Cyril Pierre-Jean Ducau;
(b)Mr. Antoine Bonnier;
(c)Mr. Laurence N. Charney;
(d)Mr. Barak Cohen;
(e)Mr. N. Scott Fine;
(f)Dr. Bill Foo;
(g)Mr. Aviad Kaufman;
(h)Mr. Arunava Sen.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending December 31, 2023, and to authorize the Directors (which may act through the Audit Committee) to fix their remuneration.
3.Without prejudice to, and in addition to, the standing authority for authorizing the recurring payment of fees to Directors approved vide Resolution 3 passed at the Annual General Meeting held on June 22, 2017 (the “2017 Directors Compensation Standing Authority”), to approve:
(a)for the period from January 1, 2023 to June 30, 2023 (the “Relevant Period”), the payment of cash compensation:
(i)to Mr. Arunava Sen for the amount of US$8,500 (annualized) for services rendered by him as Chairman of the ESG Committee (“ESGC”) of the Board and for his participation on the ESGC;
(ii)to each of Mr. Arunava Sen, Mr. Cyril Pierre-Jean Ducau and Mr. Laurence N. Charney, and such other non-executive Director from time to time, for the amount of US$1,275 for his attendance at each meeting of the ESGC,and in relation to:
(1)the fees payable pursuant to sub-paragraph (a)(i) above for the Relevant Period, a pro-rated amount of fees shall be payable to such non-executive Director who does not complete the full period of service;
(2)the fees payable pursuant to sub-paragraph (a)(ii) above for the Relevant Period, half of the amount of fees shall be payable to such non-executive Director who participates in any of the meetings by means of a conference telephone, video conference telephone, or similar communications equipment in accordance with Article 101(B) of our Constitution;
(b)with effect from July 1, 2023, the payment of cash compensation:
(i)to the Chairman of the ESGC of the Board for the amount of US$8,500 annually for services rendered as Chairman of the ESGC and for his participation on the ESGC;
(ii)to each of the non-executive Directors for the amount of US$1,275 for his attendance at each meeting of the ESGC,such standing authority to commence with effect from July 1, 2023 which shall not revoke the existing 2017 Directors Compensation Standing Authority but apply and operate in addition thereto, and in relation to:
(1)the fees payable pursuant to sub-paragraph (b)(i) above, a pro-rated amount of fees shall be payable to such non-executive Director who does not complete a full calendar year of service;
(2)the fees payable pursuant to sub-paragraph (b)(ii) above, half of the amount of fees shall be payable to such non-executive Director who participates in any of the meetings by means of a conference telephone, video conference telephone, or similar communications equipment in accordance with Article 101(B) of our Constitution.
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:THAT, pursuant to the provisions of Section 161 of the Companies Act 1967 (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and our Constitution (the “Constitution”), authority be and is hereby given to our Directors to:
(a)(i)allot and issue ordinary shares of the Company (“shares”);
(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments convertible into shares),at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;
(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force,and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
5.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:THAT authority be and is hereby given to the Directors to:
(a)offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014;
(b)offer and grant options to acquire shares (“Options”) in accordance with the Kenon Holdings Ltd. Share Option Plan 2014 (the “SOP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the exercise of Options under the SOP 2014,provided the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 and Options granted under the SOP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered (i) pursuant to Awards already granted under the SIP 2014; and (ii) pursuant to Options already granted under the SOP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
6.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:
(a)for the purposes of Sections 76C and 76E of the Companies Act 1967 (the “Companies Act”), the exercise by our Directors of all of our powers to purchase or otherwise acquire issued ordinary shares of the Company (“Ordinary Shares” and each, an “Ordinary Share”) not exceeding in aggregate the number of issued Ordinary Shares representing 10% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this resolution (excluding any Ordinary Shares which are held as treasury shares, or which are held by a subsidiary of the Company under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:
(i)market purchases on the New York Stock Exchange (“NYSE”), Tel Aviv Stock Exchange (“TASE”) or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, which may be made through one or more duly licensed or registered dealers appointed by us for that purpose;
(ii)off-market purchases (that is, effected other than on the NYSE, TASE, or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, and subject to all the applicable conditions prescribed by the Companies Act,and in accordance with all applicable securities laws and regulations and rules of the NYSE, TASE or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted as may be applicable, be and is hereby authorized and approved generally and unconditionally;
(b)unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the authorization contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:
(i)the date on which our next annual general meeting is held;
(ii)the date by which our next annual general meeting is required by law to be held;
(c)the maximum purchase price (excluding brokerage commission, applicable goods and services tax and other related expenses) which may be paid for an Ordinary Share purchased or acquired by us pursuant to the authorization contained in paragraph (a) above, shall not exceed:
(i)in the case of a market purchase of an Ordinary Share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be);
(ii)in the case of an off-market purchase pursuant to an equal access scheme, up to 105% of the closing price of our Ordinary Shares as quoted on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be), on the day immediately preceding the date on which we resolve on effecting the off-market purchase;
(d)our Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorized by this resolution.
7.To consider, and if thought fit, to pass with or without amendments the following resolution which will be proposed as a Special Resolution:THAT the Constitution of the Company be altered by inserting a new Article 123A immediately after the existing Article 123 of the Constitution:
(A)Whenever the Directors or the Company in General Meeting have resolved or proposed that a dividend (including an interim, final, special or other dividend) be paid or declared on shares of a particular class in the capital of the Company, the Directors may further resolve that members entitled to such dividend be entitled to elect to receive an allotment of shares of that class credited as fully paid in lieu of cash in respect of the whole or such part of the dividend as the Directors may think fit.In such case, the following provisions shall apply:
(a)the basis of any such allotment shall be determined by the Directors;
(b)the Directors shall be entitled to determine whether to pay or satisfy a dividend in either cash and/or, in lieu of cash, shares of a particular class in the capital of the Company at the election of members, and in such case to determine the manner in which members shall be entitled to elect to receive an allotment of shares of the relevant class credited as fully paid or cash in respect of the whole or such part of any dividend in respect of which the Directors shall have passed such a resolution as aforesaid, and the Directors may make such arrangements as to the giving of notice to members, providing for forms of election for completion by members (whether in respect of a particular dividend or dividends or generally), determining the procedure for making such elections or revoking the same and the manner in which and the latest date and time by which any forms of election or other documents by which elections are made or revoked must be submitted, and otherwise make all such arrangements and do all such things, as the Directors consider necessary or expedient in connection with the provisions of this Article 123A;
(c)the right of election may be exercised in respect of the whole of that portion of the dividend in respect of which the right of election has been accorded, provided always that the Directors may determine, either generally or in any specific case, that such right shall be exercisable in respect of the whole or any part of that portion;
(d)the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on the shares of the relevant class in respect whereof the share election has been duly exercised (the “elected shares”) and, in lieu and in satisfaction thereof, shares of the relevant class shall be allotted and credited as fully paid to the holders of the elected shares on the basis of allotment determined as aforesaid. For such purpose and notwithstanding the provisions of Articles 128 and 129, the Directors shall (i) capitalise and apply out of the amount standing to the credit of any of the Company’s reserve accounts or any amount standing to the credit of the profit and loss account or otherwise available for distribution as the Directors may determine, such sum as may be required to pay up in full the appropriate number of shares for allotment and distribution to and among the holders of the elected shares on such basis, or (ii) apply the sum which would otherwise have been payable in cash to the holders of the elected shares towards payment of the appropriate number of shares of the relevant class for allotment and distribution to and among the holders of the elected shares on such basis.
(B)The shares of the relevant class allotted pursuant to the provisions of Article 123A(A) shall rank pari passu in all respects with the shares of that class then in issue save only as regards participation in the dividend which is the subject of the election referred to above (including the right to make the election referred to above) or any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneous with the payment or declaration of the dividend which is the subject of the election referred to above, unless the Directors shall otherwise specify.
(C)The Directors may, on any occasion when they resolve as provided in Article 123A(A), determine that rights of election under that Article shall not be made available to the persons who are registered as holders of shares in the Register of Members, or in respect of shares, the transfer of which is registered, after such date as the Directors may fix subject to such exceptions as the Directors think fit, and in such event the provisions of this Article 123A shall be read and construed subject to such determination.
(D)The Directors may, on any occasion when they resolve as provided in Article 123A(A), further determine that no allotment of shares or rights of election for shares under Article 123A(A) shall be made available or made to members whose registered addresses entered in the Register of Members is outside Singapore or to such other members or class of members as the Directors may in their sole discretion decide and in such event the only entitlement of the members aforesaid shall be to receive in cash the relevant dividend resolved or proposed to be paid or declared.
(E)Notwithstanding the foregoing provisions of this Article, if at any time after the Directors’ resolution to apply the provisions of Article 123A(A) in relation to any dividend but prior to the allotment of shares pursuant thereto, the Directors shall consider that by reason of any event or circumstance (whether arising before or after such resolution) or by reason of any matter whatsoever it is no longer expedient or appropriate to implement that proposal, the Directors may at their discretion and as they deem fit in the interest of the Company and without assigning any reason therefor, cancel the proposed application of Article 123A(A).
(F)The Directors may do all acts and things considered necessary or expedient to give effect to the provisions of Article 123A(A), with full power to make such provisions as they think fit in the case of shares of the relevant class becoming distributable in fractions (including, notwithstanding any provision to the contrary in this Constitution, provisions whereby, in whole or in part, fractional entitlements are disregarded or rounded up or down).”
8.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:THAT, subject to and conditional upon the passing of Proposal 7 set forth in the Notice of Annual General Meeting dated May 4, 2023 as a Special Resolution to alter the Constitution of the Company to insert a new Article 123A to facilitate the implementation by the Company of a share dividend scheme, authority be and is hereby given to the Directors of the Company to allot and issue from time to time such number of ordinary shares of the Company as may be required to be allotted and issued pursuant to the terms of any share dividend scheme which may be adopted and implemented by the Company from time to time.
|
| 2023-05-04 |
股东大会：
将于2023-05-26召开股东大会
会议内容 ▼▲
- 1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution to the Board of Directors:
(a)Mr. Cyril Pierre-Jean Ducau;
(b)Mr. Antoine Bonnier;
(c)Mr. Laurence N. Charney;
(d)Mr. Barak Cohen;
(e)Mr. N. Scott Fine;
(f)Dr. Bill Foo;
(g)Mr. Aviad Kaufman;
(h)Mr. Arunava Sen.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending December 31, 2023, and to authorize the Directors (which may act through the Audit Committee) to fix their remuneration.
3.Without prejudice to, and in addition to, the standing authority for authorizing the recurring payment of fees to Directors approved vide Resolution 3 passed at the Annual General Meeting held on June 22, 2017 (the “2017 Directors Compensation Standing Authority”), to approve:
(a)for the period from January 1, 2023 to June 30, 2023 (the “Relevant Period”), the payment of cash compensation:
(i)to Mr. Arunava Sen for the amount of US$8,500 (annualized) for services rendered by him as Chairman of the ESG Committee (“ESGC”) of the Board and for his participation on the ESGC;
(ii)to each of Mr. Arunava Sen, Mr. Cyril Pierre-Jean Ducau and Mr. Laurence N. Charney, and such other non-executive Director from time to time, for the amount of US$1,275 for his attendance at each meeting of the ESGC,and in relation to:
(1)the fees payable pursuant to sub-paragraph (a)(i) above for the Relevant Period, a pro-rated amount of fees shall be payable to such non-executive Director who does not complete the full period of service;
(2)the fees payable pursuant to sub-paragraph (a)(ii) above for the Relevant Period, half of the amount of fees shall be payable to such non-executive Director who participates in any of the meetings by means of a conference telephone, video conference telephone, or similar communications equipment in accordance with Article 101(B) of our Constitution;
(b)with effect from July 1, 2023, the payment of cash compensation:
(i)to the Chairman of the ESGC of the Board for the amount of US$8,500 annually for services rendered as Chairman of the ESGC and for his participation on the ESGC;
(ii)to each of the non-executive Directors for the amount of US$1,275 for his attendance at each meeting of the ESGC,such standing authority to commence with effect from July 1, 2023 which shall not revoke the existing 2017 Directors Compensation Standing Authority but apply and operate in addition thereto, and in relation to:
(1)the fees payable pursuant to sub-paragraph (b)(i) above, a pro-rated amount of fees shall be payable to such non-executive Director who does not complete a full calendar year of service;
(2)the fees payable pursuant to sub-paragraph (b)(ii) above, half of the amount of fees shall be payable to such non-executive Director who participates in any of the meetings by means of a conference telephone, video conference telephone, or similar communications equipment in accordance with Article 101(B) of our Constitution.
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:THAT, pursuant to the provisions of Section 161 of the Companies Act 1967 (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and our Constitution (the “Constitution”), authority be and is hereby given to our Directors to:
(a)(i)allot and issue ordinary shares of the Company (“shares”);
(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments convertible into shares),at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;
(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force,and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
5.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:THAT authority be and is hereby given to the Directors to:
(a)offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014;
(b)offer and grant options to acquire shares (“Options”) in accordance with the Kenon Holdings Ltd. Share Option Plan 2014 (the “SOP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the exercise of Options under the SOP 2014,provided the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 and Options granted under the SOP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered (i) pursuant to Awards already granted under the SIP 2014; and (ii) pursuant to Options already granted under the SOP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
6.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:
(a)for the purposes of Sections 76C and 76E of the Companies Act 1967 (the “Companies Act”), the exercise by our Directors of all of our powers to purchase or otherwise acquire issued ordinary shares of the Company (“Ordinary Shares” and each, an “Ordinary Share”) not exceeding in aggregate the number of issued Ordinary Shares representing 10% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this resolution (excluding any Ordinary Shares which are held as treasury shares, or which are held by a subsidiary of the Company under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:
(i)market purchases on the New York Stock Exchange (“NYSE”), Tel Aviv Stock Exchange (“TASE”) or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted, which may be made through one or more duly licensed or registered dealers appointed by us for that purpose;
(ii)off-market purchases (that is, effected other than on the NYSE, TASE, or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, and subject to all the applicable conditions prescribed by the Companies Act,and in accordance with all applicable securities laws and regulations and rules of the NYSE, TASE or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted as may be applicable, be and is hereby authorized and approved generally and unconditionally;
(b)unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the authorization contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:
(i)the date on which our next annual general meeting is held;
(ii)the date by which our next annual general meeting is required by law to be held;
(c)the maximum purchase price (excluding brokerage commission, applicable goods and services tax and other related expenses) which may be paid for an Ordinary Share purchased or acquired by us pursuant to the authorization contained in paragraph (a) above, shall not exceed:
(i)in the case of a market purchase of an Ordinary Share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be);
(ii)in the case of an off-market purchase pursuant to an equal access scheme, up to 105% of the closing price of our Ordinary Shares as quoted on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be), on the day immediately preceding the date on which we resolve on effecting the off-market purchase;
(d)our Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorized by this resolution.
7.To consider, and if thought fit, to pass with or without amendments the following resolution which will be proposed as a Special Resolution:THAT the Constitution of the Company be altered by inserting a new Article 123A immediately after the existing Article 123 of the Constitution:
(A)Whenever the Directors or the Company in General Meeting have resolved or proposed that a dividend (including an interim, final, special or other dividend) be paid or declared on shares of a particular class in the capital of the Company, the Directors may further resolve that members entitled to such dividend be entitled to elect to receive an allotment of shares of that class credited as fully paid in lieu of cash in respect of the whole or such part of the dividend as the Directors may think fit.In such case, the following provisions shall apply:
(a)the basis of any such allotment shall be determined by the Directors;
(b)the Directors shall be entitled to determine whether to pay or satisfy a dividend in either cash and/or, in lieu of cash, shares of a particular class in the capital of the Company at the election of members, and in such case to determine the manner in which members shall be entitled to elect to receive an allotment of shares of the relevant class credited as fully paid or cash in respect of the whole or such part of any dividend in respect of which the Directors shall have passed such a resolution as aforesaid, and the Directors may make such arrangements as to the giving of notice to members, providing for forms of election for completion by members (whether in respect of a particular dividend or dividends or generally), determining the procedure for making such elections or revoking the same and the manner in which and the latest date and time by which any forms of election or other documents by which elections are made or revoked must be submitted, and otherwise make all such arrangements and do all such things, as the Directors consider necessary or expedient in connection with the provisions of this Article 123A;
(c)the right of election may be exercised in respect of the whole of that portion of the dividend in respect of which the right of election has been accorded, provided always that the Directors may determine, either generally or in any specific case, that such right shall be exercisable in respect of the whole or any part of that portion;
(d)the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on the shares of the relevant class in respect whereof the share election has been duly exercised (the “elected shares”) and, in lieu and in satisfaction thereof, shares of the relevant class shall be allotted and credited as fully paid to the holders of the elected shares on the basis of allotment determined as aforesaid. For such purpose and notwithstanding the provisions of Articles 128 and 129, the Directors shall (i) capitalise and apply out of the amount standing to the credit of any of the Company’s reserve accounts or any amount standing to the credit of the profit and loss account or otherwise available for distribution as the Directors may determine, such sum as may be required to pay up in full the appropriate number of shares for allotment and distribution to and among the holders of the elected shares on such basis, or (ii) apply the sum which would otherwise have been payable in cash to the holders of the elected shares towards payment of the appropriate number of shares of the relevant class for allotment and distribution to and among the holders of the elected shares on such basis.
(B)The shares of the relevant class allotted pursuant to the provisions of Article 123A(A) shall rank pari passu in all respects with the shares of that class then in issue save only as regards participation in the dividend which is the subject of the election referred to above (including the right to make the election referred to above) or any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneous with the payment or declaration of the dividend which is the subject of the election referred to above, unless the Directors shall otherwise specify.
(C)The Directors may, on any occasion when they resolve as provided in Article 123A(A), determine that rights of election under that Article shall not be made available to the persons who are registered as holders of shares in the Register of Members, or in respect of shares, the transfer of which is registered, after such date as the Directors may fix subject to such exceptions as the Directors think fit, and in such event the provisions of this Article 123A shall be read and construed subject to such determination.
(D)The Directors may, on any occasion when they resolve as provided in Article 123A(A), further determine that no allotment of shares or rights of election for shares under Article 123A(A) shall be made available or made to members whose registered addresses entered in the Register of Members is outside Singapore or to such other members or class of members as the Directors may in their sole discretion decide and in such event the only entitlement of the members aforesaid shall be to receive in cash the relevant dividend resolved or proposed to be paid or declared.
(E)Notwithstanding the foregoing provisions of this Article, if at any time after the Directors’ resolution to apply the provisions of Article 123A(A) in relation to any dividend but prior to the allotment of shares pursuant thereto, the Directors shall consider that by reason of any event or circumstance (whether arising before or after such resolution) or by reason of any matter whatsoever it is no longer expedient or appropriate to implement that proposal, the Directors may at their discretion and as they deem fit in the interest of the Company and without assigning any reason therefor, cancel the proposed application of Article 123A(A).
(F)The Directors may do all acts and things considered necessary or expedient to give effect to the provisions of Article 123A(A), with full power to make such provisions as they think fit in the case of shares of the relevant class becoming distributable in fractions (including, notwithstanding any provision to the contrary in this Constitution, provisions whereby, in whole or in part, fractional entitlements are disregarded or rounded up or down).”
8.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:THAT, subject to and conditional upon the passing of Proposal 7 set forth in the Notice of Annual General Meeting dated May 4, 2023 as a Special Resolution to alter the Constitution of the Company to insert a new Article 123A to facilitate the implementation by the Company of a share dividend scheme, authority be and is hereby given to the Directors of the Company to allot and issue from time to time such number of ordinary shares of the Company as may be required to be allotted and issued pursuant to the terms of any share dividend scheme which may be adopted and implemented by the Company from time to time.
|
| 2022-04-27 |
股东大会：
将于2022-05-19召开股东大会
会议内容 ▼▲
- 1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution to the Board of Directors:
(a)Mr. Cyril Pierre-Jean Ducau;
(b)Mr. Antoine Bonnier;
(c)Mr. Laurence N. Charney;
(d)Mr. Barak Cohen;
(e)Mr. N. Scott Fine;
(f)Dr. Bill Foo;
(g)Mr. Aviad Kaufman;
(h)Mr. Arunava Sen.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending December 31, 2022, and to authorize the Directors (which may act through the Audit Committee) to fix their remuneration.
3.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:THAT, pursuant to the provisions of Section 161 of the Companies Act 1967 (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and our Constitution (the “Constitution”), authority be and is hereby given to our Directors to:
(a)(i)allot and issue ordinary shares of the Company (“shares”); and/or
(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments convertible into shares),
at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;
(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force,and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:THAT authority be and is hereby given to the Board to:
(a)offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014;
(b)offer and grant options to acquire shares (“Options”) in accordance with the Kenon Holdings Ltd. Share Option Plan 2014 (the “SOP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the exercise of Options under the SOP 2014,
provided the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 and Options granted under the SOP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered (i) pursuant to Awards already granted under the SIP 2014; and (ii) pursuant to Options already granted under the SOP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
5.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:THAT:
(a)for the purposes of Sections 76C and 76E of the Companies Act 1967 (the “Companies Act”), the exercise by our Directors of all of our powers to purchase or otherwise acquire issued ordinary shares of the Company (“Ordinary Shares” and each, an “Ordinary Share”) not exceeding in aggregate the number of issued Ordinary Shares representing 5% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this Resolution (excluding any Ordinary Shares which are held as treasury shares, or which are held by a subsidiary of the Company under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:
(i)market purchases on the New York Stock Exchange (“NYSE”), Tel Aviv Stock Exchange (“TASE”) or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted; and/or
(ii)off-market purchases (that is, effected other than on the NYSE, TASE, or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, and subject to all the applicable conditions prescribed by the Companies Act,
and in accordance with all applicable securities laws and regulations and rules of the NYSE, TASE or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted as may be applicable, be and is hereby authorized and approved generally and unconditionally;
(b)unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the authorization contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:
(i)the date on which our next annual general meeting is held; or
(ii)the date by which our next annual general meeting is required by law to be held;
(c)the maximum purchase price (excluding brokerage commission, applicable goods and services tax and other related expenses) which may be paid for an Ordinary Share purchased or acquired by us pursuant to the authorization contained in paragraph (a) above, shall not exceed:
(i)in the case of a market purchase of an Ordinary Share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be);
(ii)in the case of an off-market purchase pursuant to an equal access scheme, up to 105% of the closing price of our Ordinary Shares as quoted on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be), on the day immediately preceding the date on which we resolve on effecting the off-market purchase;
(d)our Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorized by this Resolution.
6.To consider, and if thought fit, to pass with or without amendments the following resolution which will be proposed as a Special Resolution:THAT subject to and contingent on the confirmation of the High Court of the Republic of Singapore, pursuant to Article 49 of our Constitution and Section 78G of the Companies Act 1967, the issued share capital of the Company be reduced from $602,449,495.85 comprising 53,884,436 ordinary shares to $50,134,026.85 comprising 53,884,436 ordinary shares and that such reduction be effected by:
(a)reducing the amount of $552,315,469 constituting part of the issued share capital of the Company;
(b)without cancelling any of the said ordinary shares constituting part of the total issued share capital of the Company,
|
| 2021-09-06 |
温馨提示：
美股因劳工节，9月6日休市一天
|
| 2021-05-12 |
股东大会：
将于2021-06-03召开股东大会
会议内容 ▼▲
- As Ordinary Business
1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution (the “Constitution”) to the Board of Directors(a)Mr. Cyril Pierre-Jean Ducau;
(b)Mr. Antoine Bonnier;
(c)Mr. Laurence N. Charney;
(d)Mr. Barak Cohen;
(e)Mr. N. Scott Fine;
(f)Dr. Bill Foo;
(g)Mr. Aviad Kaufman;
(h)Mr. Arunava Sen.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending December 31, 2021, and to authorize the Directors (which may act through the Audit Committee) to fix their remuneration.
As Special Business
3.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution: RESOLVED THAT, pursuant to the provisions of section 161 of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and the Constitution, authority be and is hereby given to our Directors to:
(a)(i)allot and issue ordinary shares of the Company (“shares”);
(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments convertible into shares), at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;
(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force, and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution: THAT authority be and is hereby given to the Board to:
(a)offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014;
(b)offer and grant options to acquire shares (“Options”) in accordance with the Kenon Holdings Ltd. Share Option Plan 2014 (the “SOP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the exercise of Options under the SOP 2014, provided the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 and Options granted under the SOP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered (i) pursuant to Awards already granted under the SIP 2014; and (ii) pursuant to Options already granted under the SOP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
5.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution: THAT:
(a)for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), the exercise by our Directors of all of our powers to purchase or otherwise acquire issued ordinary shares of the Company (“Ordinary Shares” and each, an “Ordinary Share”) not exceeding in aggregate the number of issued Ordinary Shares representing 5% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this Resolution (excluding any Ordinary Shares which are held as treasury shares, or which are held by a subsidiary of the Company under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:
(i)market purchases on the New York Stock Exchange (“NYSE”), Tel Aviv Stock Exchange (“TASE”) or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted;
(ii)off-market purchases (that is, effected other than on the NYSE, TASE, or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, and subject to all the applicable conditions prescribed by the Companies Act, and in accordance with all applicable securities laws and regulations and rules of the NYSE, TASE or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted as may be applicable, be and is hereby authorized and approved generally and unconditionally;
(b)unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the authorization contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:
(i)the date on which our next annual general meeting is held;
(ii)the date by which our next annual general meeting is required by law to be held;
(c)the maximum purchase price (excluding brokerage commission, applicable goods and services tax and other related expenses) which may be paid for an Ordinary Share purchased or acquired by us pursuant to the authorization contained in paragraph (a) above, shall not exceed:
(i)in the case of a market purchase of an Ordinary Share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be);
(ii)in the case of an off-market purchase pursuant to an equal access scheme, up to 105% of the closing price of our Ordinary Shares as quoted on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be), on the day immediately preceding the date on which we resolve on effecting the off-market purchase;
(d)our Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorized by this Resolution.
|
| 2020-09-22 |
股东大会：
将于2020-10-21召开股东大会
会议内容 ▼▲
- 1.RESOLVED THAT, the declaration of a special cash dividend of $2.23 per ordinary share for the financial year ended December 31, 2019 be and is hereby approved.
|
| 2020-05-14 |
股东大会：
将于2020-06-11召开股东大会
会议内容 ▼▲
- As Ordinary Business
1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution (the “Constitution”) to the Board of Directors:
(a)Mr. Cyril Pierre-Jean Ducau;
(b)Mr. Antoine Bonnier;
(c)Mr. Laurence N. Charney;
(d)Mr. Barak Cohen;
(e)Mr. N. Scott Fine;
(f)Dr. Bill Foo;
(g)Mr. Aviad Kaufman;
(h)Mr. Arunava Sen.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending December 31, 2020, and to authorize the Directors (which may act through the Audit Committee) to fix their remuneration.
3.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
RESOLVED THAT, pursuant to the provisions of section 161 of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and the Constitution, authority be and is hereby given to our Directors to:
(a)
(i)allot and issue ordinary shares of the Company (“shares”);
(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments convertible into shares),
at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;
(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force, and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
THAT authority be and is hereby given to the Board to:
(a)offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014;
(b)offer and grant options to acquire shares (“Options”) in accordance with the Kenon Holdings Ltd. Share Option Plan 2014 (the “SOP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the exercise of Options under the SOP 2014,
provided the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 and Options granted under the SOP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered (i) pursuant to Awards already granted under the SIP 2014; and (ii) pursuant to Options already granted under the SOP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
5.To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:
THAT:
(a)for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), the exercise by our Directors of all of our powers to purchase or otherwise acquire issued ordinary shares of the Company (“Ordinary Shares” and each, an “Ordinary Share”) not exceeding in aggregate the number of issued Ordinary Shares representing 5% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this Resolution (excluding any Ordinary Shares which are held as treasury shares, or which are held by a subsidiary of the Company under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:
(i)market purchases on the New York Stock Exchange (“NYSE”), Tel Aviv Stock Exchange (“TASE”) or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted;
(ii)off-market purchases (that is, effected other than on the NYSE, TASE, or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access scheme(s) as may be determined or formulated by our Directors as they consider fit, and subject to all the applicable conditions prescribed by the Companies Act,
and in accordance with all applicable securities laws and regulations and rules of the NYSE, TASE or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted as may be applicable, be and is hereby authorized and approved generally and unconditionally;
(b)unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the authorization contained in paragraph (a) above may be exercised by our Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:
(i)the date on which our next annual general meeting is held;
(ii)the date by which our next annual general meeting is required by law to be held;
(c)the maximum purchase price (excluding brokerage commission, applicable goods and services tax and other related expenses) which may be paid for an Ordinary Share purchased or acquired by us pursuant to the authorization contained in paragraph (a) above, shall not exceed:
(i)in the case of a market purchase of an Ordinary Share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be);
(ii)in the case of an off-market purchase pursuant to an equal access scheme, up to 105% of the closing price of our Ordinary Shares as quoted on the NYSE or TASE or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted (as the case may be), on the day immediately preceding the date on which we resolve on effecting the off-market purchase;
(d)our Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorized by this Resolution.
|
| 2019-11-04 |
除权日：
美东时间 2019-11-15 每股派息1.21美元
|
| 2019-05-16 |
股东大会：
将于2019-06-14召开股东大会
会议内容 ▼▲
- As Ordinary Business
1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution (the “Constitution”) to the Board of Directors:
(a)Mr. Cyril Pierre-Jean Ducau;
(b)Mr. Antoine Bonnier;
(c)Mr. Laurence N. Charney;
(d)Mr. Barak Cohen;
(e)Mr. N. Scott Fine;
(f)Dr. Bill Foo;
(g)Mr. Aviad Kaufman;
(h)Mr. Arunava Sen.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending 31 December 2019, and to authorise the Directors (which may act through the Audit Committee) to fix their remuneration.
3.To approve the modification of the mode of payment and satisfaction of annual equity compensation to any non-executive Director appointed from time to time for his or her services rendered and/or to be rendered (as previously approved by shareholders pursuant to Proposal 4 at the Annual General Meeting of the Company held on 22 June 2017) by expanding the payment mode to enable such non-executive Director to receive his or her annual award granted under the Kenon Holdings Ltd. Share Incentive Plan 2014 in the form comprising a combination of ordinary shares of the Company and cash at the determination of the Compensation Committee in its sole discretion, such modification to the standing authority to commence with effect from 1 July 2019.
As Special Business
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
RESOLVED THAT, pursuant to the provisions of section 161 of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and the Constitution, authority be and is hereby given to our Directors to:
(a)
(i)allot and issue ordinary shares of the Company (“shares”);
(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments convertible into shares),at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;
(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force, and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
5.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
THAT authority be and is hereby given to the Board to:
(a)offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014;
(b)offer and grant options to acquire shares (“Options”) in accordance with the Kenon Holdings Ltd. Share Option Plan 2014 (the “SOP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the exercise of Options under the SOP 2014, provided the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 and Options granted under the SOP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered (i) pursuant to Awards already granted under the SIP 2014; and (ii) pursuant to Options already granted under the SOP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
|
| 2018-11-27 |
除权日：
美东时间 2018-12-06 每股派息1.86美元
|
| 2018-05-16 |
股东大会：
将于2018-06-14召开股东大会
会议内容 ▼▲
- 1.To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution (the “Constitution”) to the Board of Directors:
(a)Mr. Cyril Pierre-Jean Ducau;
(b)Mr. Antoine Bonnier;
(c)Mr. Laurence N. Charney;
(d)Mr. N. Scott Fine;
(e)Dr. Bill Foo;
(f)Mr. Aviad Kaufman;
(g)Mr. Arunava Sen.
2.To re-appoint KPMG LLP as our statutory Auditor for the financial year ending 31 December 2018, and to authorise the Directors to fix their remuneration.
3.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
RESOLVED THAT, pursuant to the provisions of section 161 of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and the Constitution, authority be and is hereby given to our Directors to:
(a)(i)allot and issue ordinary shares of the Company (“shares”); and/or
(ii)make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issuance of warrants, debentures or other instruments convertible into shares),
at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors may think fit to impose and as are set forth in the Constitution;
(b)(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this resolution was in force,
and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
4.To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
THAT authority be and is hereby given to the Board to:
(a)offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014;
(b)offer and grant options to acquire shares (“Options”) in accordance with the Kenon Holdings Ltd. Share Option Plan 2014 (the “SOP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the exercise of Options under the SOP 2014,
provided the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 and Options granted under the SOP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered (i) pursuant to Awards already granted under the SIP 2014; and (ii) pursuant to Options already granted under the SOP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time.
|
| 2018-02-22 |
除权日：
美东时间 2018-03-07 每股派息12.35美元
|
| 2017-11-27 |
股东大会：
将于2017-12-19召开股东大会
会议内容 ▼▲
- 1.Ordinary Resolution to Ratify the Transaction:
RESOLVED THAT:
(A)the sale and transfer by:a.Inkia Energy Limited ("Inkia") (a wholly-owned indirect subsidiary of the Company) of all of its rights, title, benefit and interest in its Latin American and Caribbean businesses; b.IC Power Distribution Holdings Pte. Ltd. (a wholly-owned subsidiary of Inkia) of all of its rights, title, benefit and interest in its Latin American businesses,to such persons, and upon such terms and conditions, as the Directors of the Company may, in their entire discretion deem fit, in or substantially in, the manner set forth in the Proxy Statement (the "Transaction");
(B)all acts and things done, and all documents executed, by the Directors of the Company, and each of them individually, as they or he may consider necessary or expedient to give effect to the Transaction, be and is hereby ratified."
2.Special Resolution to Authorise a Capital Reduction in Respect of the Potential Distribution
"SPECIAL RESOLUTION 2
WHEREAS, subsequent to the completion of the Transaction, the Company may undergo a capital reduction exercise to effect a return of capital, by way of a cash distribution of part of the proceeds derived from the Transaction, in an amount to be determined by the Directors of the Company, to the shareholders of the Company (the "Shareholders") existing as at such date to be determined by the Directors of the Company as the date on which the Register of Members and the Transfer Books of the Company will be closed (the "Books Closure Date"), on a pro rata basis.RESOLVED THAT, pursuant to Article 49 of the Constitution of the Company and Section 78G of the Companies Act, Chapter 50 of Singapore, and subject to and contingent upon (i) the completion of the Transaction; and (ii) the approval of the High Court of the Republic of Singapore:
|
| 2016-06-03 |
股东大会：
将于2016-06-22召开股东大会
会议内容 ▼▲
- 1. To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution (the “Constitution”) to the Board of Directors:
(a)Mr. Kenneth Cambie;
(b)Mr. Laurence N. Charney;
(c)Mr. Cyril Pierre-Jean Ducau;
(d)Mr. N. Scott Fine;
(e)Mr. Aviad Kaufman;
(f)Mr. Ron Moskovitz;
(g)Mr. Vikram Talwar.
2. Re-Appointment of Statutory Auditors for the Financial Year Ending 31 December 2016 and Authorisation of Our Directors to Fix Their Remuneration
3. To Authorise the Ordinary Share Issuances
4. To Authorise the Grant of Awards Under the Kenon Holdings Ltd. Share Incentive Plan 2014 and/or Options Under the Kenon Holdings Ltd. Share Option Plan 2014 and the Allotment and Issuance of Ordinary Shares
|