Court Orders Exillion to Convene Meeting for Board Dismissal

A Tel Aviv District Court has ordered Exillion Smart Transportation to convene a special general meeting to vote on dismissing its current board of directors, siding with a group of shareholders who sought the action. Judge Sigal Yaakovy ruled that the company must publish the notice for the meeting within two business days, with the meeting to be held seven days later. The agenda includes ending the terms of all directors except external ones, appointing new directors, and naming Steimnitz Aminach & Co. as the company's auditor.

This decision is part of an ongoing internal struggle within Exillion, which has been suspended from trading due to failure to submit financial reports on time. Harel Hershtik, CEO of Exillion and a key figure in the company, also serves as CEO of the public company Next Gen. Exillion director Yaakov Amidror, a former head of the National Security Council, also chairs Next Gen. Exillion's chairman is Yehoshua Rosenzweig.

The shareholders, including Yehuda Shahab and Shuki Mizrahi, requested the meeting in September to replace the board with their nominees: Yigal Petran, Yair Singer, and Yuval Tzelner. They cited significant deficiencies in corporate governance, financial conduct, and legal compliance, expressing concern that company funds and shareholder rights were at risk under the current leadership, referencing Hershtik's past criminal conviction and the company's alleged poor performance.

Exillion and its directors, including Hershtik and Amidror, opposed the meeting, alleging that the requesting shareholders formed an undeclared control group acting in concert for a hostile takeover and accused them of misrepresenting shareholdings. However, Judge Yaakovy dismissed these arguments, stating that directors have a duty to convene a meeting upon a valid request and that the shareholders met the required threshold. She noted that the provision for special meetings is intended to address mismanagement and that even if a control group existed, it would not justify refusing the meeting.

The court also accepted the request to shorten the timelines for the meeting, citing the company's failure to publish financial reports for 2025 and the first half of 2026, the absence of an auditor since September, and the fact that the request has been pending for a month. Exillion was ordered to pay 15,000 shekels in expenses, to be reimbursed to the company by the directors personally. Hershtik stated that Exillion is reviewing the decision and considering its next steps.