Change - Announcement of Cessation::Retirement of Lead Independent and External Director

Issuer & Securities

Issuer/ Manager
THE TRENDLINES GROUP LTD.
Securities
THE TRENDLINES GROUP LTD. - IL0011328858 - 42T
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Cessation
Date &Time of Broadcast
21-Feb-2025 21:54:29
Status
New
Announcement Sub Title
Retirement of Lead Independent and External Director
Announcement Reference
SG250221OTHRTS4M
Submitted By (Co./ Ind. Name)
Sahar Farah
Designation
Joint Company Secretary
Description (Please provide a detailed description of the event in the box below)

This announcement has been reviewed by the Company s sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "Exchange") and the Exchange assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr. Shervyn Essex, 16 Collyer Quay, #10-00 Collyer Quay Centre, Singapore 049318, sponsorship@ppcf.com.sg.

Additional Details

Name Of Person
Elka Nir
Age
64
Is effective date of cessation known?
Yes
If yes, please provide the date
24/02/2025
Detailed Reason (s) for cessation
Under the Israeli Companies Law, the shareholders of public companies must elect, by a Special Majority, at least two (2) members of the board of directors who qualify as External Directors under the Israeli Companies Law. Each External Director is appointed for a term of three (3) years, which may be extended for two (2) additional terms of three (3) years each, subject to the requirement of the Israeli Companies Law.
Ms. Elka Nir, Lead Independent and External Director of the Company, was reappointed by the General Meeting of the shareholders as an External Director on 24 February 2022 for a period of 3 years as set out in the Company's circular dated 28 January 2022 (until 24 February 2025). As Ms. Elka Nir was originally appointed as a Director of the Company since 15 October 2015 and as a Director on 24 February 2026, she will complete 9 years as an External Director on 24 February 2025. In accordance with recent updates to the Israeli Companies regulations, the tenure of External Directors is no longer limited to nine years. However, any extensions beyond this period are permissible for a period of up to 3 years each, provided that the following conditions are met:
(1) the Audit Committee, and followed by it, the Board of Directors, approved that in light of the expertise and unique contribution of the External Director to the work of the Board of Directors and its committees, the appointment for an additional term is in the best interest of the Company;
(2) the appointment for the additional term was approved by a special majority at the General Meeting of the shareholders; and
(3) the period during which the External Director served as such, and the reasonings of the Audit Committee and the Board of Directors for extending the term of office were presented at the General Meeting of the shareholders prior to its approval.
On 20 February 2025, the Audit Committee and the Board of Directors decided to recommend extending the tenure of Ms. Elka Nir as External Director for an additional 3 years based on her expertise and special contribution to the Company over the years. Accordingly, Ms. Elka Nir will cease to be a Board member as of the end of 23 February 2025 and will relinquish her position as Chair of the Nominating Committee, Chair of the Audit Committee, and a member of the Remuneration Committee. During the General Meeting of the shareholders on 23 April 2025, Ms. Elka Nir will be recommended to the shareholders to be appointed to serve as External Director of the Company. If appointed, Ms. Elka Nir will no longer serve as an Independent Director of the Company, but as an External & Non-Independent Non-Executive Director. The Company will release a circular in due course to seek shareholders' approval for the appointment of Ms Elka Nir as an External Director of the Company at the Company's upcoming Annual General Meeting.
After having interviewed Ms. Elka Nir, and to the best of its knowledge, the Company's Sponsor , PrimePartners Corporate Finance Pte. Ltd., is satisfied that, save as disclosed in this announcement, there are no other material reasons for the cessation of Ms. Elka Nir as the Lead Independent and External Director.
Are there any unresolved differences in opinion on material matters between the person and the board of directors, including matters which would have a material impact on the group or its financial reporting?
No
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?
No
Any other relevant information to be provided to shareholders of the listed issuer?
No
Date of Appointment to current position
24/02/2016
Does the AC have a minimum of 3 members (taking into account this cessation)?
Yes
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
2
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
2
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Lead Independent and External Director.
Chair of the Nominating Committee, Chair of the Audit Committee, and a member of the Remuneration Committee.
Role and responsibilities
Duties of the Lead Independent and External Director.
Chair of the Nominating Committee, Chair of the Audit Committee, and a member of the Remuneration Committee.
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
NIL.
Shareholding interest in the listed issuer and its subsidiaries?
No
Past (for the last 5 years)
Zooz Power (Chakratec) Ltd. (Independent Director)
Present
None.