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Tel Aviv, Israel – August 10, 2009 – RiT Technologies (NASDAQ: RITT) today announced that its 2009 Annual General Meeting of Shareholders will be held on Monday, September 14, 2009 at 10:00 a.m. (Israel time), at the offices of the Company, 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel. The record date for the meeting is August 12, 2009. The Company will send to its shareholders of record a proxy statement describing the various matters to be voted upon at the meeting, along with a proxy card enabling them to indicate their vote on each matter. The Company will also furnish the proxy statement to the Securities and Exchange Commission (SEC) on Form 6-K.
The agenda of the annual general meeting is as follows:
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To re-elect three (3) directors to the Board of Directors of the Company;
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To elect Ms. Galia Druker as an external director, who shall replace Mr. Hagen Hultzsch;
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To approve the re-appointment of KPMG Somech Chaikin as the Company’s independent auditors for the fiscal year ending December 31, 2009; and to authorize our Board of Directors to delegate to the Audit Committee the authority to fix the remuneration of KPMG Somech Chaikin in accordance with the volume and nature of their services;
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To clarify and approve the grant of indemnification agreements for the benefit of our directors;
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To approve the Convertible Loan Agreement between the Company and Stins Coman Incorporated, the Company's controlling shareholder;
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To consider the audited consolidated financial statements of the Company for the year ended December 31, 2008; and
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To transact such other business as may properly come before the Meeting or any adjournment thereof.
Items 1 and 3 require the approval of a simple majority of the shares voted on the matter. Item 2 requires the approval of a simple majority of the shares voted on the matter, provided that either (i) the shares voted in favor of the resolution include at least one-third of the shares voted by shareholders who are not “controlling shareholders” (as such term is defined in the Israeli Companies Law), or (ii) the total number of shares voted against the resolution by shareholders who are not controlling shareholders does not exceed 1% of the outstanding shares. Items 4 and 5 require the approval of a simple majority of the shares voted on the matter provided that in Item 4 (with respect to certain directors who are affiliated with STINS COMAN) and 5 either (i) the shares voted in favor of the resolution include at least one-third of the shares voted by shareholders who do not have a personal interest in such matter or (ii) the total number of shares voted against such matter does not exceed 1% of the Company’s voting power. Item 6 does not require a vote by the shareholders.
About RiT Technologies
RiT is a leading provider of intelligent solutions for infrastructure management, asset management, environment and security, and network utilization. RiT Enterprise solutions address datacenters, communication rooms and workspace environments, ensuring maximum utilization, reliability, decreased downtime, physical security, automated deployment, asset tracking, and troubleshooting. RiT Environment and Security solutions enable companies to effectively control their datacenters, communications rooms and remote physical sites and facilities in real-time, comprehensively and accurately. RiT Carrier solutions provide carriers with the full array of network mapping, testing and bandwidth qualification capabilities needed for access network installation and service provisioning. RiT's field-tested solutions are delivering value in thousands of installations for top-tier enterprises and operators throughout the world.
Safe Harbor Statement
In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate", "forecast", “target”, “could” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described under the heading “Risk Factors” in our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, which may be revised or supplemented in subsequent reports filed with the SEC. These factors include, but are not limited to, the following: our ability to raise additional financing, if required; the continued development of market trends in directions that benefit our sales; our ability to maintain and grow our revenues; our dependence upon independent distributors, representatives and strategic partners; our ability to develop new products and enhance our existing products; the availability of third-party components used in our products; the economic condition of our customers; the impact of government regulation; and the economic and political situation in Israel. We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.
COMPANY CONTACT:
Simona Green
VP Finance
+972-3-766-4249
simonag@rit.co.il
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