Notice of General Meeting

TechFinancials (AIM: TECH), a software developer that supplies simplified trading solutions to online brokers, announces a notice of a General Meeting, to be held at 11:00am on 19 November 2015 at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU. A printable version of the notice of the General Meeting together with the Form of Proxy can be downloaded here.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you are not resident in the United Kingdom, from another appropriately authorized independent financial adviser in your own jurisdiction. If you have sold or transferred all your ordinary shares in Techfinancials, Inc., you should pass this document and the accompanying form of proxy to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

TECHFINANCIALS, INC.
(Registered in the British Virgin Islands No. 1535269)

(the “Company“)

Directors: Registered Office:
Christopher Bell (Chairman) Craigmuir Chambers, Road Town, Tortola VG1110, British Virgin Islands
Asaf Lahav
Jeremy Lange
Eitan Yanuv
Hillel (Hillik) Nissani
28 October 2015
To the holders of Ordinary Shares
Dear Shareholder

A meeting of shareholders of the Company (“General Meeting”) is to be held on Thursday, 19 November 2015 at 11 a.m. at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU. The notice convening the General Meeting is set out at the end of this letter and I am writing to give you more information about the resolution to be considered at the General Meeting.

As announced by the Company on 21 October, 2015, the Board of Directors of the Company has approved a joint venture (the “Joint Venture“) with the owners of OptionFortune Trade Limited (“OptionFortune“), the purpose of which is to operate a B2C binary options trading platform focused on the Asia Pacific region.

Pursuant to the Joint Venture Agreement, the Company may be required to issue shares to the owners of OptionFortune, depending on the financial results of the Joint Venture for the years 2016 and 2017. Under the current Articles of Association of the Company, the issuance of shares is subject to the pre-emptive rights of the shareholders. The General Meeting will be asked to approve an amendment to the Company’s Articles of Association to allow for the issuance of shares, on a non-pre-emptive basis, as payment for the acquisition of another corporate entity, as payment for the acquisition of securities of another corporate entity and/or as consideration in a joint venture to the other parties in such joint venture, provided, however, that such shares shall not exceed 10% of the issued shares of the Company in any single transaction.

Holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the General Meeting. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and speak and vote on their behalf at the meeting. A form of proxy for use by certificated shareholders at the General Meeting is enclosed. Certificated shareholders are requested to complete and return the form of proxy in accordance with the instructions printed on it so as to arrive at the Company’s registrars Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham BR3 4TU, United Kingdom, as soon as possible, but in any event no later than 11 a.m. on Tuesday, 17 November 2015. The return of a form of proxy will not preclude a shareholder from attending and voting at the General Meeting if he/she/it so wishes.

The Depository Interests holders (the “DI Holders“) may only appoint Capita IRG Trustees Limited (the “Depository”) as their proxy. A form of direction for the use by the DI Holders at the General Meeting is enclosed. DI Holders are requested to complete and return the form of direction in accordance with the instructions printed on it so as to arrive at the Company’s registrars Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham BR3 4TU, United Kingdom, as soon as possible, but in any event no later than 11 a.m. Friday, 13 November 2015.

If you are unsure as to whether the form of proxy or the form of direction applies to you, you may contact Mr. Yuval Tovias, Chief Financial Officer of the Company, for further clarifications at the following email address: yuvalt@techfinancials.com

The Directors consider that the proposed amendment to the Company’s Articles of Association is in the best interest of the Company and its shareholders and recommend that shareholders vote in favour of the resolution as they intend to do in respect of their own holdings amounting to 16,517,831 TechFinancials’ Ordinary Shares.

Yours sincerely

Christopher Bell

Chairman

 

NOTICE OF GENERAL MEETING

TECHFINANCIALS, INC.

(the “Company”)

Notice is hereby given that a meeting of shareholders of the Company (the “General Meeting”) will be held on Thursday, 19 November 2015 at 11 a.m. at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU.

On the Agenda of the General Meeting is the approval of amended and restated Memorandum and Articles of Association of the Company which add Regulation 1.4 (e) as follows:

(e)        Shares issued as payment for the acquisition of another corporate entity, as payment for the acquisition of securities of another corporate entity and/or as consideration in a joint venture to the other parties in such joint venture, provided, however, that such Shares shall not exceed 10% of the issued Shares of the Company in any single transaction.

The consolidated version of the Memorandum and Articles of Association of the Company incorporating the above regulation can be found at https://group.techfinancials.com/constitutional-documents/.

Registered Office: By Order of the Board
Craigmuir Chambers, Road Town, Tortola VG1110, British Virgin Islands Asaf Lahav
CEO
 28 October 2015

Notes

  1. Only those shareholders entered on the Company’s register of members at 6 p.m. on Tuesday, 17 November 2015 shall be entitled to attend and vote at the meeting either in person or by proxy and the number of shares then registered in their respective names shall determine the number of votes such persons are entitled to cast on a poll at the General Meeting.
  2. The quorum for the General Meeting shall be two or more shareholders present in person or by proxy. If within two hours from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned to the next business day at the same time and place or to such other time and place as the Directors may determine, and if a quorum is not present at any such adjourned meeting, the meeting shall be dissolved.
  3. As of 20 October 2015 the Company’s total number of shares in issue is 68,628,222 ordinary shares of US$0.0005 par value each carrying one vote each. Therefore the total voting rights in the Company as at that date were 68,628,222.
  4. A copy of this notice and other information can be found at www.techfinancials.com.

Form of Proxy

(FOR THE USE OF CERTIFICATED SHAREHOLDERS ONLY)

TECHFINANCIALS, INC.

(the “Company”)

 Form of proxy for completion by certificated shareholders of the Company in respect of the General Meeting to be held on Thursday, 19 November 2015 at 11 a.m. at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU.

I/We ________________________________________________________________

Please insert full name(s) and address(es) in BLOCK CAPITALS

Of     __________________________________________________________________

being a Shareholder of the Company hereby appoint the Chairman of the Meeting or

______________________________________________________________________

Please insert full name(s) and address(es) in BLOCK CAPITALS

to be my/our proxy to attend, speak and vote for me/us at the meeting of Shareholders to be held on 19 November 2015 and at any adjournment thereof.

I/We direct that my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an ‘X’. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

Resolutions For Against Abstain
To approve the adoption of amended and restated Memorandum and Articles of Association of the Company. ¨ ¨ ¨

Signature:………………………………………..     Date: …………………………….

 

Notes

  1. A certificated shareholder can appoint the Chairman of the meeting or anyone else to be his/her/it’s proxy at the meeting. A proxy need not be a shareholder. To appoint as a proxy a person other than the Chairman of the meeting, it is required to delete the words “the Chairman of the Meeting or” and insert the full name of the proxy preferred and initial the alteration. In case a shareholder appoints as a proxy someone other than the Chairman, the shareholder will be responsible for ensuring that the proxy attends the meeting and is aware of the shareholder’s voting intentions. In order for the proxy to make any comments on behalf of the shareholder, the shareholder will need to appoint someone other than the Chairman and give them the relevant instructions directly.
  2. Any alterations made to this proxy should be initialed.
  3. In the case of a corporation this Form of Proxy should be given under the corporation’s Common Seal or under the hand of an officer or attorney of the corporation as duly authorised in writing.
  4. Please indicate how you wish your votes to be cast by placing “X” in the box provided. On lodging this duly signed Form of Proxy with the Company’s registrars, you will be deemed to have authorised the person you appointed as your proxy to vote, or to abstain from voting, as per your instructions. If no voting instruction is indicated, you will be deemed to have instructed your proxy to abstain from voting on the specified resolution. Your proxy may vote or abstain from voting as he or she thinks fit on any other resolution (including amendments to resolutions) which may properly come before the meeting.
  5. All Forms of Proxy must be signed and, to be effective, must be lodged with the Company’s registrars Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom, together with the power of attorney or other authority (if any) under which it is signed (or a notarized certified copy of such power of attorney) so as to arrive not later than 11 a.m. on Tuesday, 17 November 2015.
  6. The return of a completed Form of Proxy will not prevent a shareholder attending the General Meeting and voting in person if he/she/it wishes to do so.

 

Form of Direction

(FOR THE USE OF DEPOSITORY INTERESTS HOLDERS ONLY)

TECHFINANCIALS, INC.

(the “Company”)

Form of Direction for completion by Depository Interests Holders (“DI Holder“) representing shares on a 1 for 1 basis in the Company in respect of the General Meeting to be held on Thursday, 19 November 2015 at 11 a.m. at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU.

I/We ________________________________________________________________

Please insert full name(s) and address(es) in BLOCK CAPITALS

Of     __________________________________________________________________

being a DI Holder of representing shares in the Company hereby appoint Capita IRG Trustees Limited (“Depository”) to be my/our proxy to attend, speak and vote for me/us at the meeting of shareholders of the Company to be held on 19 November 2015 and at any adjournment thereof as indicated by an X in the appropriate boxes below.

Resolutions For Against Abstain
To approve the adoption of amended and restated Memorandum and Articles of Association of the Company. ¨ ¨ ¨

Signature:………………………………………..     Date: …………………………….

NOTES:

  1. To be effective, this Form of Direction and the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise certified copy of such power or authority, must be deposited at Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham BR3 4TU, United Kingdom, no later than 11 a.m. on Friday, 13 November 2015.
  2. Any alterations made to this Form of Direction should be initialed.
  3. In the case of a corporation this Form of Direction should be given under its Common Seal or under the hand of an officer or attorney duly authorised in writing.
  4. Please indicate how you wish your votes to be cast by placing “X” in the box provided. On receipt of this form duly signed, you will be deemed to have authorised the Depository to vote, or to abstain from voting, as per your instructions. If no voting instruction is indicated, you will be deemed to have instructed the Depository to abstain from voting on the specified resolution.
  5. The Depository will appoint the Chairman of the meeting as its proxy to cast your votes. The Chairman may also vote or abstain from voting as he or she thinks fit on any other resolution (including amendments to resolutions) which may properly come before the meeting.
  6. DI Holders wishing to attend the meeting should contact the Depository at Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom, or by email to custodymgt@capita.co.uk in order to request a letter of representation by no later than 11 a.m. on Friday, 13 November 2015.

 

For further information:

TechFinancials, Inc. Tel: +972 54 5233 943
Asaf Lahav, Group Chief Executive Officer
Yuval Tovias, Chief Financial Officer
Grant Thornton UK LLP (Nominated Adviser) Tel: +44 (0) 20 7383 5100
Colin Aaronson / Samantha Harrison / Seamus Fricker
Northland Capital Partners Limited (Broker) Tel: +44 (0) 20 3861 6625
David Hignell / Rob Rees
NEX Corporate Adviser and Joint Broker Peterhouse Corporate Finance Tel: +44 (0) 20 7469 0930
Fungai Ndoro / Eran Zucker

Media enquiries:

Yellow Jersey PR Limited (Media Relations) Tel: +44 (0) 7748 843 871
Charles Goodwin / Felicity Winkles