Pre-Annual General Meeting Information • Sep 14, 2016
Pre-Annual General Meeting Information
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PRESS RELEASE Airport City, Israel September 14, 2016
Airport City, Israel – September 14, 2016 – Unitronics published the attached Report, pursuant to the requirements of Israeli law, in concerning with the Convening of an Annual and Extraordinary General Meeting.
Unitronics (1989) (R"G) Ltd. is an Israeli company that engages, through its Products Department, in the design, development, production, marketing and sale of industrial automation products, mainly Programmable Logic Controllers ("PLCs"). PLCs are computer-based electronic products (hardware and software), used in the command and control of machines performing automatic tasks, such as production systems and automatic systems for industrial storage, retrieval and logistics. The Company also engages, through its Systems Department and/or its subsidiaries, in the design, construction and maintenance services in the framework of projects for automation, computerization and integration of computerized production and/or logistics systems, mainly automated warehouses, automated distribution centers and automated parking facilities. The Company's PLCs are distributed by over one hundred and forty distributors (and a wholly owned US subsidiary) in approximately fifty countries throughout Europe, Asia, America and Africa. The services of the Systems Department are provided to customers in Israel and also outside Israel.
This press release contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks and other factors which may be outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as projected, anticipated, believed, estimated, expected or intended.
Under regulation 36B(a) and (d), and Regulation 36C of the Securities Regulations (Immediate and Periodic Reports) 5730 – 1970
The corporation announces the: convening of a meeting
at the address: Zaventem Sheraton Hotel, Brussels, Belgium
Topics/resolutions to be raised at the meeting:
1
The topic/resolution and details thereof:
Presentation of the Company's audited financial statements, the Board of Directors' report on the state of affairs of the corporation, including the fee of the Company's independent auditors for audit actions and their fee for other actions, and the periodic annual report (in the Barnea format) for the year ended December 31, 2015.
A transaction between the Company and a controlling shareholder of the Company as stated in Sections 275 and 320(f) of the Companies Law: No
Is the issue requires disclosure of interest or other characteristic of the votiong shareholder: No
The resolution on the agenda is brought: for reporting only
The majority required to approve the resolution is not a simple majority: for reporting only
2
The topic/resolution and details thereof:
Appointment of Amit, Halfon CPA as the Company's independent auditors jointly with BDO Ziv Haft, CPA for the year 2016 and up to the date of publication of the financial statements for the third quarter of 2017 and authorization of the Board of Directors to set their fee, and approval of the continued service thereafter of BDO Ziv Haft, CPA as the Company's sole independent auditors up to the next Annual General Meeting of the Company's shareholders and authorization of the Board of Directors to set their fee.
A transaction between the Company and a controlling shareholder of the Company as stated in Sections 275 and 320(f) of the Companies Law: No
Is the issue requires disclosure of interest or other characteristic of the votiong shareholder: No
The resolution on the agenda is brought: for a vote
The majority required to approve the resolution is: a simple majority
Is the holdings of the controlling shareholder of the Company will give to the controlling shareholder the majority required for the resolution on the subject: Yes
3
The topic/resolution and details thereof:
Reappointment of Mr. Zvi Livne for an additional term of office as a Director of the Company.
Appointment or dismissal of a Director as stated in Sections 59 and 230 of the Companies Law.
A transaction between the Company and a controlling shareholder of the Company as stated in Sections 275 and 320(f) of the Companies Law: No
The resolution on the agenda is brought: for a vote
The majority required to approve the resolution is: a simple majority
Is the holdings of the controlling shareholder of the Company will give to the controlling shareholder the majority required for the resolution on the subject: Yes
4
The topic/resolution and details thereof:
Reappointment of Mr. Gillon Beck for an additional term of office as a Director of the Company.
Appointment or dismissal of a Director as stated in Sections 59 and 230 of the Companies Law.
A transaction between the Company and a controlling shareholder of the Company as stated in Sections 275 and 320(f) of the Companies Law: No
The resolution on the agenda is brought: for a vote
The majority required to approve the resolution is: a simple majority
Is the holdings of the controlling shareholder of the Company will give to the controlling shareholder the majority required for the resolution on the subject: Yes
The topic/resolution and details thereof:
Reappointment of Mr. Yariv Avisar for an additional term of office as a Director of the Company.
Appointment or dismissal of a Director as stated in Sections 59 and 230 of the Companies Law.
A transaction between the Company and a controlling shareholder of the Company as stated in Sections 275 and 320(f) of the Companies Law: No
The resolution on the agenda is brought: for a vote
The majority required to approve the resolution is: a simple majority
Is the holdings of the controlling shareholder of the Company will give to the controlling shareholder the majority required for the resolution on the subject: Yes
6
The topic/resolution and details thereof:
Reappointment of Mr. Amit Ben-Zvi for an additional term of office as a Director of the Company.
Appointment or dismissal of a Director as stated in Sections 59 and 230 of the Companies Law.
A transaction between the Company and a controlling shareholder of the Company as stated in Sections 275 and 320(f) of the Companies Law: No
The resolution on the agenda is brought: for a vote
The majority required to approve the resolution is: a simple majority
Is the holdings of the controlling shareholder of the Company will give to the controlling shareholder the majority required for the resolution on the subject: Yes
7
The topic/resolution and details thereof:
Reappointment of Mr. Haim Shani for an additional term of office as a Director of the Company.
Appointment or dismissal of a Director as stated in Sections 59 and 230 of the Companies Law.
A transaction between the Company and a controlling shareholder of the Company as stated in Sections 275 and 320(f) of the Companies Law: No
The resolution on the agenda is brought: for a vote
The majority required to approve the resolution is: a simple majority
Is the holdings of the controlling shareholder of the Company will give to the controlling shareholder the majority required for the resolution on the subject: Yes
8
The topic/resolution and details thereof:
Reappointment of Ms. Bareket Shani for an additional term of office as a Director of the Company.
Appointment or dismissal of a Director as stated in Sections 59 and 230 of the Companies Law.
A transaction between the Company and a controlling shareholder of the Company as stated in Sections 275 and 320(f) of the Companies Law: No
The resolution on the agenda is brought: for a vote
The majority required to approve the resolution is: a simple majority
Is the holdings of the controlling shareholder of the Company will give to the controlling shareholder the majority required for the resolution on the subject: Yes
9
The topic/resolution and details thereof:
Approval of the revised Compensation Policy, in the wording attached as Appendix G to the report on the convening of a meeting, for a period of three years from the date of its approval by the General Meeting of the Company's shareholders.
Approval of a Compensation Policy under Section 267A(a) of the Companies Law.
The resolution on the agenda is brought: for a vote
The majority required to approve the resolution is not a simple majority: a special majority in accordance with the provisions of Section 267A(b) of the Companies Law, as set forth in the convening report attached herewith.
Is the holdings of the controlling shareholder of the Company will give to the controlling shareholder the majority required for the resolution on the subject: No
Respectfully, Unitronics (1989) (R"G) Ltd.
September 13, 2016
The Securities Authority www.isa.gov.il
The Tel Aviv Stock Exchange Ltd. www.tase.co.il
An immediate report is hereby given on the convening of an Annual General and Extraordinary Meeting of the Company's shareholders ("the Meeting"), having on its agenda the matters detailed below, in accordance with the Companies Law, 5759-1999 ("the Companies Law"), the Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 5760-2000, the Companies Regulations (Written Votes and Position Statements), 5766-2005, the Companies Regulations (Proof of Title to a Share for Voting at a General Meeting), 5760-2000, and the Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("the Periodic and Immediate Reporting Regulations").
Notice is hereby given of the convening of an Annual General and Extraordinary Meeting of the Company's shareholders ("the Meeting"), which is to convene on Thursday, October 20, 2016, at 10:30 AM (Belgium time), at the Zaventem Sheraton Hotel, Brussels, Belgium.
2.1 Presentation of the Company's audited financial statements, the Board of Directors' report on the state of affairs of the corporation, including the fee of the Company's independent auditors for audit actions and their fee for other actions, and the periodic annual report (in the Barnea Committee format) for the year ended December 31, 2015.
Summary of the proposed resolution: To confirm that the Company's audited financial statements, the Board of Directors' report on the state of affairs of the corporation, including the fee of the Company's independent auditors for audit actions and their fee for other actions, and the periodic annual report (in the Barnea Committee format) for the year ended December 31, 2015, were presented to the General Meeting of the Company's shareholders.
Summary of the proposed resolution: To approve the appointment of Amit, Halfon CPA as the Company's independent auditors jointly with BDO Ziv Haft, CPA for the year 2016 and up to the date of publication of the financial statements for the third quarter of 2017 and to authorize the Board of Directors to set their fee, and to approved the continued service thereafter of BDO Ziv Haft, CPA as the Company's sole independent auditors up to the next Annual General Meeting of the Company's shareholders and to authorize the Board of Directors to set their fee.
Re-appointment of Mr. Zvi Livne for an additional term as a Director of the Company, up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles (for details about Mr. Livne, see Section 4.10 of the periodic and annual report of the Company for 2015, as published on May 8, 2016, Reference No. 2016-01-002367). Mr. Livne's declaration that he satisfies the required conditions for serving as a Director of the Company, pursuant to Section 224B of the Companies Law and Regulation 36B(a)(10) of the Periodic and Immediate Reports Regulations, is attached to this report as Appendix A.
During 2015, Mr. Livne's rate of attendance stood at 91% for meetings of the Board of Directors and at 100% for meetings of the committees of which he is a member. During the first and second quarters of 2016 and up to the date of publication of this report, Mr. Livne's rate of attendance at meetings of the Board of Directors and at meetings of the committees of which he is a member stood at 100%.
Subject to his re-appointment, Mr. Livne will continue to be entitled to an attendance fee and an annual fee as well as to insurance, indemnification and exemption arrangements, in accordance with the Company's Revised Compensation Policy (as hereinafter defined). For further details on the compensation paid to non-External and non-officer Directors of the Company, including Mr. Livne, see Section 24.2 of the Company's Revised Compensation Policy, attached to this report as Appendix G. In accordance with the foregoing, External Directors as well as non-officer Directors of the Company are entitled to an annual fee and an attendance fee in the "fixed amount" as set forth in the Second and Third Schedules to the Companies Regulations (Rules on Remuneration and Expenses of an External Director, 5766- 2000) ("the External Directors Remuneration Regulations") and based on the Company's relevant equity rating. For details on the insurance, indemnification and exemption arrangements, see Section 25 of the Revised Compensation Policy.
Summary of the proposed resolution: To re-appoint Mr. Zvi Livne as a Director of the Company for an additional term up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles.
Re-appointment of Mr. Gillon Beck for an additional term as a Director of the Company, up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles (for details about Mr. Beck, see Appendix 2.1.6(b)(3) to the report on a transaction and the convening of a Meeting as published on May 2, 2016, Reference No. 2016-01-057655). Mr. Beck's declaration that he satisfies the required conditions for serving as a Director of the Company, pursuant to Section 224B of the Companies Law and Regulation 36B(a)(10) of the Periodic and Immediate Reports Regulations, is attached to this report as Appendix B.
From the time of his appointment in May 2016 until the date of publication of this report, Mr. Beck's rate of attendance at meetings of the Board of Directors stood at 100%.
Subject to his re-appointment, Mr. Beck will continue to be entitled to an attendance fee and an annual fee as well as to insurance, indemnification and exemption arrangements, in accordance with the Company's Revised Compensation Policy (as hereinafter defined), as set forth in Section 2.3 above.
Summary of the proposed resolution: To re-appoint Mr. Gillon Beck as a Director of the Company for an additional term up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles.
Re-appointment of Mr. Yariv Avisar for an additional term as a Director of the Company, up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles (for details about Mr. Avisar, see Appendix 2.1.6(b)(2) to the report on a transaction and the convening of a Meeting as published on May 2, 2016, Reference No. 2016-01-057655). Mr. Avisar's declaration that he satisfies the required conditions for serving as a Director of the Company, pursuant to Section 224B of the Companies Law and Regulation 36B(a)(10) of the Periodic and Immediate Reports Regulations, is attached to this report as Appendix C.
From the time of his appointment in May 2016 until the date of publication of this report, Mr. Avisar's rate of attendance at meetings of the Board of Directors stood at 100%.
Subject to his re-appointment, Mr. Avisar will continue to be entitled to an attendance fee and an annual fee as well as to insurance, indemnification and exemption arrangements, in accordance with the Company's Revised Compensation Policy (as hereinafter defined), as set forth in Section 2.3 above.
Summary of the proposed resolution: To re-appoint Mr. Yariv Avisar as a Director of the Company for an additional term up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles.
Re-appointment of Mr. Amit Ben-Zvi, active Chairman of the Board, for an additional term as a Director of the Company, up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles (for details about Mr. Ben-Zvi, see Appendix 2.1.6(b)(1) to the report on a transaction and the convening of a Meeting as published on May 2, 2016, Reference No. 2016-01- 057655). Mr. Ben-Zvi's declaration that he satisfies the required conditions for serving as a Director of the Company, pursuant to Section 224B of the Companies Law and Regulation 36B(a)(10) of the Periodic and Immediate Reports Regulations, is attached to this report as Appendix D.
From the time of his appointment in May 2016 until the date of publication of this report, Mr. Ben-Zvi's rate of attendance at meetings of the Board of Directors stood at 100%.
For details on the terms of office of Mr. Ben-Zvi, including insurance, indemnification and exemption arrangements, see Sections 3.13 and 3.14 of the report on a transaction and the convening of a Meeting as published on May 2, 2016, Reference No. 2016-01-057655).
Summary of the proposed resolution: To re-appoint Mr. Amit Ben-Zvi as a Director of the Company for an additional term up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles.
Re-appointment of Mr. Haim Shani, Company's CEO and the Company's controlling shareholder jointly with the FIMI Fund, for an additional term as a Director of the Company, up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles (for details about Mr. Haim Shani, see Section 4.10 of the periodic and annual report of the Company for 2015, as published on May 8, 2016, Reference No. 2016-01-002367). Mr. Shani's declaration that he satisfies the required conditions for serving as a Director of the Company, pursuant to Section 224B of the Companies Law and Regulation 36B(a)(10) of the Periodic and Immediate Reports Regulations, is attached to this report as Appendix E.
During 2015 as well as in the first and second quarters of 2016 and up to the date of publication of this report, Mr. Shani's rate of attendance at meetings of the Board of Directors stood at 100%.
For details on the terms of office and employment of Mr. Shani, including insurance, indemnification and exemption arrangements, see Sections 4 and 5 of the report on a transaction and the convening of a Meeting as published on May 2, 2016, Reference No. 2016-01-057655) and Section 24.3 of the Revised Compensation Policy.
Summary of the proposed resolution: To re-appoint Mr. Haim Shani as a Director of the Company for an additional term up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles.
Re-appointment of Ms. Bareket Shani, Mr. Shani's wife and the Company's Deputy CEO and VP Human Resources, for an additional term as a Director of the Company, up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles (for details about Ms. Bareket Shani, see Section 4.10 of the periodic and annual report of the Company for 2015, as published on May 8, 2016, Reference No. 2016-01-002367). Ms. Shani's declaration that she satisfies the required conditions for serving as a Director of the Company, pursuant to Section 224B of the Companies Law and Regulation 36B(a)(10) of the Periodic and Immediate Reports Regulations, is attached to this report as Appendix F.
During 2015 as well as in the first and second quarters of 2016 and up to the date of publication of this report, Ms. Shani's rate of attendance at meetings of the Board of Directors stood at 100%.
For details on the terms of office and employment of Ms. Shani, including insurance, indemnification and exemption arrangements, see Sections 4 and 5 of the report on a transaction and the convening of a Meeting as published on May 2, 2016, Reference No. 2016-01-057655) and Section 24.3 of the Revised Compensation Policy.
Summary of the proposed resolution: To re-appoint Ms. Bareket Shani as a Director of the Company for an additional term up to the next Annual General Meeting of the Company's shareholders, in accordance with the Company's articles.
In accordance with the provisions of the Companies Law, on December 9, 2013 the General Meeting of the Company's shareholders approved the Company's Compensation Policy (see report on results of a Meeting dated December 9, 2013, Reference No. 2013-01-092953, hereinafter: "the Current Compensation Policy"). On May 9, 2016 the General Meeting of the Company's shareholders approved an amendment to the Current Compensation Policy. With the approach of the end of three years since the Current Compensation Policy was first approved, it is proposed to re-approve a Revised Compensation Policy based on the underlying principles of the Current Compensation Policy.
If approved, the Revised Compensation Policy, attached to this report as Appendix G, will become effective on the date of its approval by the General Meeting and remain in force for three years (above and below: "the Revised Compensation Policy"). The changes in the Revised Compensation Policy compared to the Current Compensation Policy are marked in the wording of the Revised Compensation Policy attached to this report as Appendix G.
If the Revised Compensation Policy is not approved by the General Meeting of the Company's shareholders, the Company's Current Compensation Policy will continue to apply until the end of three years from the date of its approval by the General Meeting. However, in accordance with Section 267A(c) of the Companies Law, the Board of Directors will be permitted to approve the Revised Compensation Policy even if the General Meeting opposes its approval, should the Compensation Committee and thereafter the Board of Directors decide, based on detailed reasons and after reviewing the Revised Compensation Policy, that the approval of the Revised Compensation Policy in spite of the opposition of the General Meeting is to the Company's benefit.
On August 25, 2016, the Compensation Committee unanimously approved the Revised Compensation Policy and submitted its recommendations to the Board of Directors. On August 30, 2016, the Board of Directors unanimously approved the Revised Compensation Policy, based on the recommendations of the Compensation Committee, and resolved to recommend to the General Meeting of the Company's shareholders to approve it.
The principal changes in the Revised Compensation Policy compared to the Current Compensation Policy include: (1) updates in the information and data contained in the Revised Compensation Policy; (2) clarifications regarding the application of certain provisions of the Revised Compensation Policy to the Chairman of the Board of Directors.
At the aforementioned meetings, the Compensation Committee and the Board of Directors were presented with data collected by the Company's management as well as adjusted data of the salary and benefits survey in Israel's technology sector published by Zviran Consulting and Surveys Ltd. ("Zviran"), which serves as a benchmark for determining the compensation for officers of the Company, among them: (1) the ratio of the cost of the compensation conditions of the Company's officers to the cost of the salaries of the Company's other employees, including the ratio to the cost of the average salary and to the cost of the median salary of the Company's employees; (2) Zviran data relating to the compensation of the Company's officers compared to other companies; (3) the existing compensation conditions of the Company's officers, including information on the percentage of the position held by each of the Company's officers and the maximum compensation which they may receive; and (4) the ratio between the variable components and the fixed components in the compensation conditions of the Company's Officers based on the policy formulated by the Compensation Committee.
The Compensation Committee and the Board of Directors examined in their meetings all the considerations relating to the approval of the Revised Compensation Policy, including but not limited to the matters that must be addressed under Amendment No. 20 of the Companies Law. In this context they discussed, inter alia, the considerations that are required to be taken into account under Section 267B(a) and First Schedule A to the Companies Law. It should be noted that in determining the compensation of an officer, in accordance with the compensation policy, the Company will, inter alia, take into account and operate according to the criteria and considerations set forth in First Schedule A to the Companies Law, as aforesaid.
Summary of the proposed resolution: To approve the Revised Compensation Policy, in the wording attached to this report as Appendix G, for a period of three years from the date of its approval by the General Meeting of the Company's shareholders.
A quorum in accordance with the Company's articles will be constituted when two shareholders holding at least thirty percent (30%) of the total voting rights in the Company are present, in person or by proxy. If a quorum is not present within half an hour from the time set for the General Meeting, the Meeting will be adjourned by a week, to the same day, time and place. A quorum at an adjourned Meeting will be constituted when two shareholders are present, in person or by proxy, regardless of the percentage of votes represented by them.
1 The Company's shares are also traded on Euronext in Brussels, Belgium. As required by the Financial Services and Markets Authority in Belgium (the FSMA), the calculation of the percentage of voting rights of the Company's shareholders must also take into account dormant shares as part of the issued and paid-up share capital of the Company, even though according to Israeli law dormant shares do not confer voting rights or any other rights. Since the source of the requirement for information in this section is the Israeli law, the Company does not provide here a calculation of the number of shares representing 5% of the total of voting rights in the Company as required by the FSMA.
A shareholder may vote at the General Meeting through a voting instrument on items 2.9 on the agenda, as detailed below:
The deadline for submitting position papers to the Company is: October 10, 2016.
The deadline for submitting the Board of Directors' response to the position papers is: October 15, 2016.
The deadline for submitting voting instruments to the Company is: October 20, 2016, at 6:30 AM.
2 See footnote 1 above, with the necessary changes.
6.6 The wording of the voting instrument and the position papers, as these terms are defined in Section 88 of the Companies, can be found on the website of the Israel Securities Authority (http://www.magna.isa.gov.il/) ("the Distribution Site"), on the website of the Tel Aviv Stock Exchange Ltd. (http://maya.tase.co.il/), on the distribution site of the Euronext Exchange in Belgium (http://www.euronext.com/), or on the Company's website (http://www.unitronics.co.il/).
As stated above, an unregistered shareholder may vote on the resolutions on the agenda of the Meeting detailed in Section 2 above by an electronic voting instrument submitted via the Electronic Voting System as defined in the Voting Regulations ("electronic voting instrument").
The electronic voting instrument is opened for voting at the end of the Record Date. Voting via the Electronic Voting System will end six hours before the time of the Meeting (i.e. – on Thursday, October 20, 2016, at 4:30 AM), at which time the Electronic Voting System will be closed.
An electronic vote may be changed or cancelled up to the time of closing of the Electronic Voting System, and it may not be changed via the Electronic Voting System after that time. If a shareholder voted in more than one way, his later vote will be counted. In this regard, voting by a shareholder in person or by proxy will be deemed later than a vote by an electronic voting instrument.
The Company's representative for purposes of this immediate report is Mr. Gavriel Badusa, the Company's CFO, at Unitronics House, 3 Arava St., Airport City, Lod, Israel, telephone 03-9778888, fax 03-9778877.
This immediate report and the documents referred to herein, as well as the complete wording of the resolutions on the agenda, may be inspected at the Company's offices at Unitronics House, 3 Arava St., Airport City, Lod, Israel,, Sunday through Thursday, during regular business hours, by prior arrangement with Mr. Gavriel Badusa (telephone 03-9778888, fax 03-9778877).
_____________________ _____________________
Appendix A - Mr. Zvi Livne's declaration
Declaration of Candidate for Office of Director in Public Company Under the Companies Law, 5759-1999 (the "Law")
I, the undersigned, Zvi Livne, ID number: 010025658, address: 20 Yohanan Hasandlar st. Haifa, hereby declare for the purpose of my appointment as a director in the company as follows:
transaction; however, I may be entitled to participate at the beginning of the meeting for the purpose of passing on information only.
BA, Economics and Accounting, Tel Aviv University MBA, Business Management, Tel Aviv University.
senior partner at Ziv, Shifer & Co., CPA; financial and commercial consultant to several companies; Director of Unitronics Building Management and Maintenance (2003) Ltd., PML – Particle Monitoring Technologies Ltd. and Alberta Nano Monitoring Systems Ltd.
| Zvi Livne ____ |
August 30, 2016 ______ |
( - ) _____ |
|---|---|---|
| Name | Date | Signature |
| Duty of | |
|---|---|
| Disclosure | 225. (a) A person who is a candidate to hold office as a director shall disclose |
| to the person appointing him: | |
| (1) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a) and not yet passed the period in which he should not serve as a director under section 226; |
|
| (2) whether he has been convicted by a conclusive judgment of an offense | |
| referred to in section 226(a1) and not yet passed the period set by the court under that subsection; |
|
| (3) whether the Administrative Enforcement Committee imposed on him | |
| enforcement measure which prohibits him to serve as a director in any public company, and not yet passed the period set by the Administrative |
|
| Enforcement Committee. | |
| (b) In this section: | |
| "enforcement measure" – as stated in section 52NF to the Securities Law |
|
| which imposed under chapter H4 to the Securities Law, under chapter G2 to the Investment Advice and Investment Portfolio Management Law, 1995, or under chapter J1 to the Joint Investment Trust Law, 1994, as applicable; |
|
| "Administrative Enforcement Committee" - the committee appointed under section 52LB(a) to the Securities Law; |
|
| "Conclusive judgment" – judgment of a court of the first instance |
|
| Restriction on |
| Appointment Due to |
|
|---|---|
| Conviction | 226. (a) A person convicted by a conclusive judgment of one of the following offenses shall not hold office as a Director in a public company unless five years have passed from the date on which the judgment by which he was convicted was given: |
| (1) Offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law; |
|
(a1) A person convicted by a conclusive judgment, as it is defined in section 225(b), in an offense that was not mentioned in subsection (a), if the court determined that due to its nature, severity or circumstances he is not fit to serve as a director of public company for the period that the court determined which shall not exceed five years from the judgment.
(b) The court may determine, at the date of the conviction or thereafter, on the application of a person interested in being appointed as a director, that despite his conviction of offenses as laid down in subsections (a), and taking into account, inter alia, the circumstances in which the offense took place, such person is not precluded from holding office as director of a public company, or the period in which he is precluded from holding office as director of public company or a private company which is a Debenture Company will be shorter than five years.
(c) The Minister may prescribe additional offenses to those laid down in subsection (a)(1).
(d) The court, or a court of appeal – if one was submitted, may order a stay of execution regarding the limitations of the appointment or termination of office under this section at the date and on such terms as it deems fit.
| Restriction on Appointment |
|
|---|---|
| Due to | |
| Administrative | |
| Enforcement | |
| Committee | |
| decision | 226A. If the Administrative Enforcement Committee has imposed an enforcement measure on a person, which precludes him from holding office as director of a public company, such person shall not be appointed as a director of a company in which he is prohibited to serve as a director according to this measure; in this section "enforcement measure" and "Administrative Enforcement Committee" – as defined in section 225(b). |
| Limitation of Appointment |
227. (a) A minor, a legally incompetent person, a person who has been declared bankrupt as long as such person remains undischarged, shall not be appointed as director, nor shall a corporation that has resolved to enter into voluntary liquidation or in respect of which a winding up order has been issued. |
| (b) A person nominated to hold office as director to whom the provisions of subsection (A) apply shall disclose such to the entity appointing him. |
|
| Duty of | |
| Notice | 227A. A director that no longer fulfils one of the requirements for office as a director under this Law or there is ground for expiration of his office as a director shall notify the company immediately, and his office shall expire on the date of the notice. |
Appendix B - Mr. Gillon Beck's declaration
Declaration of Candidate for Office of Director in Public Company Under the Companies Law, 5759-1999 (the "Law")
I, the undersigned, Gillon Beck, ID number: 057382780, address: 34 Ha'arazim st., Givat Ada, hereby declare for the purpose of my appointment as a director in the company as follows:
transaction; however, I may be entitled to participate at the beginning of the meeting for the purpose of passing on information only.
BSC, Industrial Engineering,( With distinction), Technion; MBA, Business Management, Bar Ilan University.
Senior partner of FIMI fund, chairman of the board of directors at: Rivulis Irrigation, Ormat Technologies, Ham-Let (Israel-Canada), Overseas Commerce Ltd, H.R. Givon, Oxygen and Argon Works, Bet Shemesh Engines, Magal; Director of Fimi Fund Group and other companies.
| Gillon Beck ____ |
August 30, 2016 ______ |
( - ) _____ |
|---|---|---|
| Name | Date | Signature |
| Duty of | |
|---|---|
| Disclosure | 225. (a) A person who is a candidate to hold office as a director shall disclose |
| to the person appointing him: | |
| (1) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a) and not yet passed the period in which he should not serve as a director under section 226; |
|
| (2) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a1) and not yet passed the period set by the court under that subsection; |
|
| (3) whether the Administrative Enforcement Committee imposed on him enforcement measure which prohibits him to serve as a director in any public company, and not yet passed the period set by the Administrative |
|
| Enforcement Committee. | |
| (b) In this section: | |
| "enforcement measure" – as stated in section 52NF to the Securities Law which imposed under chapter H4 to the Securities Law, under chapter G2 to |
|
| the Investment Advice and Investment Portfolio Management Law, 1995, or under chapter J1 to the Joint Investment Trust Law, 1994, as applicable; |
|
| "Administrative Enforcement Committee" - the committee appointed under section 52LB(a) to the Securities Law; |
|
| "Conclusive judgment" – judgment of a court of the first instance |
|
| Restriction on |
| Appointment Due to |
|
|---|---|
| Conviction | 226. (a) A person convicted by a conclusive judgment of one of the following offenses shall not hold office as a Director in a public company unless five years have passed from the date on which the judgment by which he was convicted was given: |
| (1) Offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law; |
|
(a1) A person convicted by a conclusive judgment, as it is defined in section 225(b), in an offense that was not mentioned in subsection (a), if the court determined that due to its nature, severity or circumstances he is not fit to serve as a director of public company for the period that the court determined which shall not exceed five years from the judgment.
(b) The court may determine, at the date of the conviction or thereafter, on the application of a person interested in being appointed as a director, that despite his conviction of offenses as laid down in subsections (a), and taking into account, inter alia, the circumstances in which the offense took place, such person is not precluded from holding office as director of a public company, or the period in which he is precluded from holding office as director of public company or a private company which is a Debenture Company will be shorter than five years.
(c) The Minister may prescribe additional offenses to those laid down in subsection (a)(1).
(d) The court, or a court of appeal – if one was submitted, may order a stay of execution regarding the limitations of the appointment or termination of office under this section at the date and on such terms as it deems fit.
| Restriction on Appointment Due to |
|
|---|---|
| Administrative | |
| Enforcement | |
| Committee | |
| decision | 226A. If the Administrative Enforcement Committee has imposed an enforcement measure on a person, which precludes him from holding office as director of a public company, such person shall not be appointed as a director of a company in which he is prohibited to serve as a director according to this measure; in this section "enforcement measure" and "Administrative Enforcement Committee" – as defined in section 225(b). |
| Limitation of Appointment |
227. (a) A minor, a legally incompetent person, a person who has been declared bankrupt as long as such person remains undischarged, shall not be appointed as director, nor shall a corporation that has resolved to enter into voluntary liquidation or in respect of which a winding up order has been issued. |
| (b) A person nominated to hold office as director to whom the provisions of subsection (A) apply shall disclose such to the entity appointing him. |
|
| Duty of | |
| Notice | 227A. A director that no longer fulfils one of the requirements for office as a director under this Law or there is ground for expiration of his office as a director shall notify the company immediately, and his office shall expire on the date of the notice. |
Appendix C - Mr. Yariv Avisar's declaration
Declaration of Candidate for Office of Director in Public Company Under the Companies Law, 5759-1999 (the "Law")
I, the undersigned, Yariv Avisar, ID number: 57418873, address: Hashachaf st. P.O.B 219 Ein Sarid, hereby declare for the purpose of my appointment as a director in the company as follows:
transaction; however, I may be entitled to participate at the beginning of the meeting for the purpose of passing on information only.
BA, Business Administration, The Collage of Management.
CEO of SCR Engineers; CEO of Hp Industrial Printing; director of subsidiaries of SCR Group.
| Yariv Avisar ____ |
August 26, 2016 ______ |
( - ) _____ |
|---|---|---|
| Name | Date | Signature |
| Duty of | |
|---|---|
| Disclosure | 225. (a) A person who is a candidate to hold office as a director shall disclose |
| to the person appointing him: | |
| (1) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a) and not yet passed the period in which he should not serve as a director under section 226; |
|
| (2) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a1) and not yet passed the period set by the court under that subsection; |
|
| (3) whether the Administrative Enforcement Committee imposed on him enforcement measure which prohibits him to serve as a director in any public company, and not yet passed the period set by the Administrative |
|
| Enforcement Committee. | |
| (b) In this section: | |
| "enforcement measure" – as stated in section 52NF to the Securities Law which imposed under chapter H4 to the Securities Law, under chapter G2 to |
|
| the Investment Advice and Investment Portfolio Management Law, 1995, or under chapter J1 to the Joint Investment Trust Law, 1994, as applicable; |
|
| "Administrative Enforcement Committee" - the committee appointed under section 52LB(a) to the Securities Law; |
|
| "Conclusive judgment" – judgment of a court of the first instance |
|
| Restriction on |
| Appointment Due to |
|
|---|---|
| Conviction | 226. (a) A person convicted by a conclusive judgment of one of the following offenses shall not hold office as a Director in a public company unless five years have passed from the date on which the judgment by which he was convicted was given: |
| (1) Offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law; |
|
(a1) A person convicted by a conclusive judgment, as it is defined in section 225(b), in an offense that was not mentioned in subsection (a), if the court determined that due to its nature, severity or circumstances he is not fit to serve as a director of public company for the period that the court determined which shall not exceed five years from the judgment.
(b) The court may determine, at the date of the conviction or thereafter, on the application of a person interested in being appointed as a director, that despite his conviction of offenses as laid down in subsections (a), and taking into account, inter alia, the circumstances in which the offense took place, such person is not precluded from holding office as director of a public company, or the period in which he is precluded from holding office as director of public company or a private company which is a Debenture Company will be shorter than five years.
(c) The Minister may prescribe additional offenses to those laid down in subsection (a)(1).
(d) The court, or a court of appeal – if one was submitted, may order a stay of execution regarding the limitations of the appointment or termination of office under this section at the date and on such terms as it deems fit.
| Restriction on Appointment Due to |
|
|---|---|
| Administrative | |
| Enforcement | |
| Committee | |
| decision | 226A. If the Administrative Enforcement Committee has imposed an enforcement measure on a person, which precludes him from holding office as director of a public company, such person shall not be appointed as a director of a company in which he is prohibited to serve as a director according to this measure; in this section "enforcement measure" and "Administrative Enforcement Committee" – as defined in section 225(b). |
| Limitation of Appointment |
227. (a) A minor, a legally incompetent person, a person who has been declared bankrupt as long as such person remains undischarged, shall not be appointed as director, nor shall a corporation that has resolved to enter into voluntary liquidation or in respect of which a winding up order has been issued. |
| (b) A person nominated to hold office as director to whom the provisions of subsection (A) apply shall disclose such to the entity appointing him. |
|
| Duty of | |
| Notice | 227A. A director that no longer fulfils one of the requirements for office as a director under this Law or there is ground for expiration of his office as a director shall notify the company immediately, and his office shall expire on the date of the notice. |
Appendix D - Mr. Amit Ben-Zvi's declaration
Declaration of Candidate for Office of Director in Public Company Under the Companies Law, 5759-1999 (the "Law")
I, the undersigned, Amit Ben-Zvi, ID number: 022644744, address: 98 Yigal Alon st. Tel Aviv, hereby declare for the purpose of my appointment as a director in the company as follows:
transaction; however, I may be entitled to participate at the beginning of the meeting for the purpose of passing on information only.
LLB, Law, Tel Aviv University; BA, Accounting, Tel Aviv University.
Partner at FIMI Opportunity Funds; CEO of Hermes Technologies; Director of Hadera Paper Ltd, Overseas Commerce Ltd, Dimer Ltd, Mer Ltd, Novolog (Pharm-up 1966) Ltd.
| Amit Ben-Zvi ____ |
August 30, 2016 ______ |
( - ) _____ |
|---|---|---|
| Name | Date | Signature |
| Duty of | |
|---|---|
| Disclosure | 225. (a) A person who is a candidate to hold office as a director shall disclose |
| to the person appointing him: | |
| (1) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a) and not yet passed the period in which he should not serve as a director under section 226; |
|
| (2) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a1) and not yet passed the period set by the court under that subsection; |
|
| (3) whether the Administrative Enforcement Committee imposed on him enforcement measure which prohibits him to serve as a director in any public company, and not yet passed the period set by the Administrative |
|
| Enforcement Committee. | |
| (b) In this section: | |
| "enforcement measure" – as stated in section 52NF to the Securities Law which imposed under chapter H4 to the Securities Law, under chapter G2 to |
|
| the Investment Advice and Investment Portfolio Management Law, 1995, or under chapter J1 to the Joint Investment Trust Law, 1994, as applicable; |
|
| "Administrative Enforcement Committee" - the committee appointed under section 52LB(a) to the Securities Law; |
|
| "Conclusive judgment" – judgment of a court of the first instance |
|
| Restriction on |
| Appointment Due to |
|
|---|---|
| Conviction | 226. (a) A person convicted by a conclusive judgment of one of the following offenses shall not hold office as a Director in a public company unless five years have passed from the date on which the judgment by which he was convicted was given: |
| (1) Offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law; |
|
(a1) A person convicted by a conclusive judgment, as it is defined in section 225(b), in an offense that was not mentioned in subsection (a), if the court determined that due to its nature, severity or circumstances he is not fit to serve as a director of public company for the period that the court determined which shall not exceed five years from the judgment.
(b) The court may determine, at the date of the conviction or thereafter, on the application of a person interested in being appointed as a director, that despite his conviction of offenses as laid down in subsections (a), and taking into account, inter alia, the circumstances in which the offense took place, such person is not precluded from holding office as director of a public company, or the period in which he is precluded from holding office as director of public company or a private company which is a Debenture Company will be shorter than five years.
(c) The Minister may prescribe additional offenses to those laid down in subsection (a)(1).
(d) The court, or a court of appeal – if one was submitted, may order a stay of execution regarding the limitations of the appointment or termination of office under this section at the date and on such terms as it deems fit.
| Restriction on Appointment Due to |
|
|---|---|
| Administrative | |
| Enforcement | |
| Committee | |
| decision | 226A. If the Administrative Enforcement Committee has imposed an enforcement measure on a person, which precludes him from holding office as director of a public company, such person shall not be appointed as a director of a company in which he is prohibited to serve as a director according to this measure; in this section "enforcement measure" and "Administrative Enforcement Committee" – as defined in section 225(b). |
| Limitation of Appointment |
227. (a) A minor, a legally incompetent person, a person who has been declared bankrupt as long as such person remains undischarged, shall not be appointed as director, nor shall a corporation that has resolved to enter into voluntary liquidation or in respect of which a winding up order has been issued. |
| (b) A person nominated to hold office as director to whom the provisions of subsection (A) apply shall disclose such to the entity appointing him. |
|
| Duty of | |
| Notice | 227A. A director that no longer fulfils one of the requirements for office as a director under this Law or there is ground for expiration of his office as a director shall notify the company immediately, and his office shall expire on the date of the notice. |
Appendix E - Mr. Haim Shani's declaration
Declaration of Candidate for Office of Director in Public Company Under the Companies Law, 5759-1999 (the "Law")
I, the undersigned, Haim Shani, ID number: 056548142, address: 20 Bazelet st. Shoham, hereby declare for the purpose of my appointment as a director in the company as follows:
transaction; however, I may be entitled to participate at the beginning of the meeting for the purpose of passing on information only.
High school education.
CEO and Director of Unitronics (1989) (R"G) Ltd and other companies of Unitronics Group.
| Haim Shani ____ |
August 30, 2016 ______ |
( - ) _____ |
|---|---|---|
| Name | Date | Signature |
| Duty of | ||||||
|---|---|---|---|---|---|---|
| Disclosure | 225. (a) A person who is a candidate to hold office as a director shall disclose | |||||
| to the person appointing him: | ||||||
| (1) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a) and not yet passed the period in which he should not serve as a director under section 226; |
||||||
| (2) whether he has been convicted by a conclusive judgment of an offense | ||||||
| referred to in section 226(a1) and not yet passed the period set by the court under that subsection; |
||||||
| (3) whether the Administrative Enforcement Committee imposed on him | ||||||
| enforcement measure which prohibits him to serve as a director in any public | ||||||
| company, and not yet passed the period set by the Administrative | ||||||
| Enforcement Committee. | ||||||
| (b) In this section: | ||||||
| "enforcement measure" – as stated in section 52NF to the Securities Law |
||||||
| which imposed under chapter H4 to the Securities Law, under chapter G2 to the Investment Advice and Investment Portfolio Management Law, 1995, or under chapter J1 to the Joint Investment Trust Law, 1994, as applicable; |
||||||
| "Administrative Enforcement Committee" - the committee appointed under |
||||||
| section 52LB(a) to the Securities Law; | ||||||
| "Conclusive judgment" – judgment of a court of the first instance |
||||||
| Restriction on |
| Appointment Due to |
|
|---|---|
| Conviction | 226. (a) A person convicted by a conclusive judgment of one of the following offenses shall not hold office as a Director in a public company unless five years have passed from the date on which the judgment by which he was convicted was given: |
| (1) Offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law; |
|
(a1) A person convicted by a conclusive judgment, as it is defined in section 225(b), in an offense that was not mentioned in subsection (a), if the court determined that due to its nature, severity or circumstances he is not fit to serve as a director of public company for the period that the court determined which shall not exceed five years from the judgment.
(b) The court may determine, at the date of the conviction or thereafter, on the application of a person interested in being appointed as a director, that despite his conviction of offenses as laid down in subsections (a), and taking into account, inter alia, the circumstances in which the offense took place, such person is not precluded from holding office as director of a public company, or the period in which he is precluded from holding office as director of public company or a private company which is a Debenture Company will be shorter than five years.
(c) The Minister may prescribe additional offenses to those laid down in subsection (a)(1).
(d) The court, or a court of appeal – if one was submitted, may order a stay of execution regarding the limitations of the appointment or termination of office under this section at the date and on such terms as it deems fit.
| Restriction on Appointment Due to Administrative Enforcement |
|
|---|---|
| Committee decision |
226A. If the Administrative Enforcement Committee has imposed an |
| enforcement measure on a person, which precludes him from holding office as director of a public company, such person shall not be appointed as a director of a company in which he is prohibited to serve as a director according to this measure; in this section "enforcement measure" and "Administrative Enforcement Committee" – as defined in section 225(b). |
|
| Limitation of | |
| Appointment | 227. (a) A minor, a legally incompetent person, a person who has been declared bankrupt as long as such person remains undischarged, shall not be appointed as director, nor shall a corporation that has resolved to enter into voluntary liquidation or in respect of which a winding up order has been issued. |
| (b) A person nominated to hold office as director to whom the provisions of subsection (A) apply shall disclose such to the entity appointing him. |
|
| Duty of | |
| Notice | 227A. A director that no longer fulfils one of the requirements for office as a director under this Law or there is ground for expiration of his office as a director shall notify the company immediately, and his office shall expire on the date of the notice. |
Appendix G - Ms. Bareket Shani's declaration
Declaration of Candidate for Office of Director in Public Company Under the Companies Law, 5759-1999 (the "Law")
I, the undersigned, Bareket Shani, ID number: 058136631, address: 20 Bazelet st. Shoham, hereby declare for the purpose of my appointment as a director in the company as follows:
transaction; however, I may be entitled to participate at the beginning of the meeting for the purpose of passing on information only.
BSC, Industrial Engineering and Management, Thecnion.
Deputy CEO and Chief Human Resources Officer of Unitronics (1989) (R"G) Ltd; Director of companies of Unitronics Group.
| Bareket | August | ( - |
|---|---|---|
| Shani | 30, 2016 | ) |
| ____ | ______ | _____ |
| Name | Date | Signature |
| Duty of | ||||||
|---|---|---|---|---|---|---|
| Disclosure | 225. (a) A person who is a candidate to hold office as a director shall disclose | |||||
| to the person appointing him: | ||||||
| (1) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a) and not yet passed the period in which he should not serve as a director under section 226; |
||||||
| (2) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a1) and not yet passed the period set by the court under that subsection; |
||||||
| (3) whether the Administrative Enforcement Committee imposed on him enforcement measure which prohibits him to serve as a director in any public company, and not yet passed the period set by the Administrative |
||||||
| Enforcement Committee. | ||||||
| (b) In this section: | ||||||
| "enforcement measure" – as stated in section 52NF to the Securities Law which imposed under chapter H4 to the Securities Law, under chapter G2 to |
||||||
| the Investment Advice and Investment Portfolio Management Law, 1995, or under chapter J1 to the Joint Investment Trust Law, 1994, as applicable; |
||||||
| "Administrative Enforcement Committee" - the committee appointed under section 52LB(a) to the Securities Law; |
||||||
| "Conclusive judgment" – judgment of a court of the first instance |
||||||
| Restriction on |
| Appointment Due to |
|
|---|---|
| Conviction | 226. (a) A person convicted by a conclusive judgment of one of the following offenses shall not hold office as a Director in a public company unless five years have passed from the date on which the judgment by which he was convicted was given: |
| (1) Offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law; |
|
| (2) A conviction by a court outside Israel for offenses of bribery, deceit, |
(a1) A person convicted by a conclusive judgment, as it is defined in section 225(b), in an offense that was not mentioned in subsection (a), if the court determined that due to its nature, severity or circumstances he is not fit to serve as a director of public company for the period that the court determined which shall not exceed five years from the judgment.
(b) The court may determine, at the date of the conviction or thereafter, on the application of a person interested in being appointed as a director, that despite his conviction of offenses as laid down in subsections (a), and taking into account, inter alia, the circumstances in which the offense took place, such person is not precluded from holding office as director of a public company, or the period in which he is precluded from holding office as director of public company or a private company which is a Debenture Company will be shorter than five years.
(c) The Minister may prescribe additional offenses to those laid down in subsection (a)(1).
(d) The court, or a court of appeal – if one was submitted, may order a stay of execution regarding the limitations of the appointment or termination of office under this section at the date and on such terms as it deems fit.
| Restriction on Appointment Due to Administrative Enforcement |
|
|---|---|
| Committee decision |
226A. If the Administrative Enforcement Committee has imposed an |
| enforcement measure on a person, which precludes him from holding office as director of a public company, such person shall not be appointed as a director of a company in which he is prohibited to serve as a director according to this measure; in this section "enforcement measure" and "Administrative Enforcement Committee" – as defined in section 225(b). |
|
| Limitation of | |
| Appointment | 227. (a) A minor, a legally incompetent person, a person who has been declared bankrupt as long as such person remains undischarged, shall not be appointed as director, nor shall a corporation that has resolved to enter into voluntary liquidation or in respect of which a winding up order has been issued. |
| (b) A person nominated to hold office as director to whom the provisions of subsection (A) apply shall disclose such to the entity appointing him. |
|
| Duty of | |
| Notice | 227A. A director that no longer fulfils one of the requirements for office as a director under this Law or there is ground for expiration of his office as a director shall notify the company immediately, and his office shall expire on the date of the notice. |
Appendix H - Amendment of the compensation policy
This document, dealing with the Compensation Policy for officers of the Company, in accordance with Amendment No. 20 of the Companies Law ("Compensation Policy"), sets out the Company's policy with respect to the terms of service and employment of its officers, including the compensation amount, the compensation components, the compensation determination method, the distinction made between the compensation of the Company's CEO and/or the Chairman of the Board and/or a controlling-shareholder officer or his relative and the Company's other officers, etc.
The terms contained in this Compensation Policy DocumentPolicyDocument will have the meaning given them in the Companies Law and in the regulations made pursuant thereto, unless and to the extent that they are explicitly defined otherwise in this document, including the following terms:
"Approving Entity" – The entity or entities designated from time to time in the Companies Law as authorized to approve the terms of service and employment of any officers, as the case may be, based on the substance of the specific conditions and the identity of the specific officer.
"Company" – Unitronics (1989) (R"G) Ltd.
"Board of Directors" – The Board of Directors of the Company.
"Compensation Committee" – The Audit and Compensation Committee sitting as the Compensation Committee of the Company, and if there is no such combined committee, then the Compensation Committee of the Company alone.
"Chairman of the Board" – The Chairman of the Board of Directors of the Company.
"CEO" – The Chief Executive Officer of the Company.
"Companies Law" – The Companies Law, 5759-1999, and the regulations made pursuant thereto, as amended from time to time, including also directives as issued from time to time by the Israel Securities Authority and any other authority that is competent under any law to determine the manner of interpretation and/or implementation of the provisions of laws and regulations.
"Amendment No. 20" – The Companies Law (Amendment No. 20), 5773-2012.
"salary" or "basic salary" or "compensation" – The fixed component in an officer's terms of service and employment, comprising the basic salary or the compensation (gross) set in the employment or service agreement (as applicable) between the Company and the officer, but excluding any bonus and/or grant and/or equity-based compensation and/or other variable components, and excluding insurance, indemnification and exemption, all in accordance with the provisions of the Compensation Policy.
"fringe benefits" – An officer's terms of service and employment (excluding salary or compensation, as applicable, and bonus) which are regulated by law and/or in the employment agreement between him and the Company, including: (1) conditions defined in the law, such as National Insurance contributions, health tax, pension savings, vacation days, sickness days, prior notice, convalescence pay, etc.; and (2) generally accepted conditions in Israel, such as a company car, reimbursement of travel expenses, mobile phone and/or laptop computer, subsistence expenses, reimbursement of expenses, study fund and any other benefit approved by the Approving Entities, granted in connection with the officer's service at the Company and not included in another definition above or below, all in accordance with the provisions of any specific employment agreement signed between the Company and the officer, and all in accordance with the Compensation Policy.
"bonus" and/or "grant" and/or "variable compensation" – The variable component in an officer's terms of service and employment, including one-time components and/or components derived from defined (qualitative and/or quantitative) criteria that are conditional on compliance therewith based on the parameters defined therein, such as actual performance of the officer and/or the Company, period of employment, etc., all in accordance with the provisions of the Compensation Policy.
"option" – An undertaking that confers on the purchaser thereof a right to buy or sell the underlying asset at the exercise price, or to receive the difference between the exercise price and the value of the underlying asset, all at the times and terms specified in the option.
"Zviran Survey" or "Zviran" – A salary and benefits survey, including a senior management survey, based on salary data collected in Israel's technology sector and including more than 100,000 employees in more than 250 companies in the high-tech, technology and information-system sectors, providing comprehensive and up-to-date information on terms of service and employment, including: salaries, fringe benefits, bonuses and benefits. The companies included in the sample are classified according to the following criteria: size (number of employees), ownership (private or public company) and company's status (Israeli company or a subsidiary of an international company). The survey shows a weighted average tofor each of these criteria separately, and for each component separately (fixed, variable and inclusive)). This sample is published by Zviran Consulting and Surveys Ltd. and updated twice a year.
"Zviran Averege" - averageAverage" – Average value of the officersan officer's compensation, calculated by the Company on the basis of Zviran data regarding matching companies to the Company in terms of values of the tested criteria (size -– 150-500 employees, ownership -– public and Status - Israelstatus – Israeli).
"Net profit" – Profit after tax in the Company's consolidated Profit or loss statement.
The Compensation Policy is written in the masculine gender for reasons of convenience only; its contents apply equally to women and men, without any difference or distinction.
3.1 The Company's Compensation Policy was first approved by the General Meeting of the Company's shareholders in December 2013 (following its approval by the Compensation Committee and by the Board of Directors), and it was revised in May 2016. In accordance with the provisions of Amendment No. 20, on November 22, 2012 the Board of Directors set up a Compensation Committee which was tasked with performing the functions assigned to it in the Companies Law, and inter alia recommending to the Board of Directors a Compensation Policy for officers of the Company.
addition to the areas of responsibility of the Approving Entities in connection with the Compensation Policy, as set out below, maintaining the currency of the Compensation Policy is also the responsibility of the Company's Vice President of Human Resources.
3.103.9 It is clarified that this document does not in and of itself confer any right on officers and/or any other third party, explicitly or implicitly, and it may not be used in the interpretation of agreements or other legal documents, even if they deal with the terms of service and employment of officers.
The following are the entities that participate in the formulation, revision and approval of the Compensation Policy:
The purpose of the Compensation Policy is to help the Company advance its goals, work plans and policies in the long term, while striving to achieve the following objectives:
5.5 Increasing the involvement of the Company's shareholders in determining the terms of service and employment of Company officers.
The Board of Directors' guidingDirectors'guiding principles for implementing the Compensation Policy are intended to ensure a proper balance between the wish to incentivize and retain officers in the Company and the requirement that the Compensation Policy benefit the Company and its shareholders and accord with the Company's work plans and its organization-wide strategy.
In accordance with the Board of Directors' resolution, the Compensation Policy will not be implemented in a manner liable to create incentives for taking risks that deviate from the Company's risk policy, as determined from time to time by the competent organs.
Therefore, whenever the Company's management and the Approving Entities engage in implementing the Compensation Policy, their decisions will be guided, inter alia, by the following principlesconsiderations:
weight to the quantitative criteria, on the one hand, and the qualitative criteria, on the other.
7.7 Components designed to allow managerial flexibility in response to exceptional circumstances – The Compensation Policy includes definitions that allow the Approving Entities managerial flexibility when acting within the framework of the policy, as well as the possibility of deviating from any or all of the provisions of the policy, in "special cases,"1 based on considerations of the Company's good, in accordance with the provisions of the Companies Law. Where approval is given for compensation not in accordance with the Compensation Policy, the Approving Entities will nevertheless examine all the considerations and criteria set out in this document and those obligated by the Companies Law.
In formulating and revising the Compensation Policy, the Compensation Committee and the Board of Directors considered, among other things, the effect of the Company's size as well as the areas in which it operates and the scope of its operations on the Compensation Policy, relative to the Zviran Survey – a salary survey in Israel's technology sector in which the Company also participates. A comparison between the compensation components at the Company and the compensation components, according to the Zviran Survey, at companies which are similar to the Company in terms of size (150-500 employees), ownership (public) and status (Israeli company) (the comparison is based on the Zviran Survey, as discussed in Section 11.6 below), the compensation components detailed in this Compensation Policy Document for officers of the Company are appropriate, fair and reasonable. A similar ad-hoc examination will be performed for the terms of service and employment actually granted to each Company officer, prior to signing an agreement with him and from time to time at intervals to be determined.
In addition, if and to the extent that the scope of operations of the Company and/or its areas of operation change significantly, the Compensation Committee and the Board of Directors will examine the effect of such change on the terms, criteria and benchmarks set in this Compensation Policy Document, and, if necessary, will act to have it updated in accordance with the provisions of the Companies Law.
The Company sees great importance in maintaining reasonable and fair differences between the compensation paid to Company officers and the compensation paid to nonofficer employees.
The Compensation Committee and the Board of Directors examined the ratio between the existing terms of service and employment of officers and the existing average and median salary of the Company's other employees, as well as the ratio between the existing terms of service and employment of officers and the average and median current cost of employment of the Company's other employees. Based on this examination and
1 Special cases can include exceptional qualifications of the officer, retention of an especially highquality officer by the Company, exceptional achievements of an officer, and any other special circumstances determined by the Approving Entities to constitute a special case in this regard, based on reasons that will be set out in every such decision.
considering the Company's nature, size and areas of operation, they found that this ratio is fair and reasonable and has no significantly adverse effect on labor relations at the Company. A similar ad-hoc examination will be performed for the terms of service and employment actually granted to each Company officer, prior to signing an agreement with him and from time to time at intervals to be determined.
In addition, for the purpose of maintaining such a fair and reasonable ratio, the Compensation Committee and the Board of Directors will examine from time to time, and at least once a year, the changes in this ratio. If it is found that the ratio is not fair and reasonable, inter alia considering the existing ratio at other public companies traded on the Tel Aviv Stock Exchange which are similar to the Company in terms of size, scope of operations and areas of operation, the Compensation Committee and the Board of Directors will consider how and by what means this ratio can again be made fair and reasonable, all in accordance with the provisions of any law.
This ratio An examination will be calculated in relation tomade of the ratio between the terms of service and employment (annual cost2 ) of each of the senior officers employed in that period by the Company, and the cost of the annual average and median salary of the Company's other employees (apart from officers) employed by the Company in the same period. 3 The following table presents the ratio in 2012:2015 between the annual cost of the terms of service and employment of the five highest paid senior officers of the Company or a corporation controlled by it in that year, and the cost of the annual average and median salary of the Company's other employees (apart from officers):
| Name | Position | Percentage of Position |
Cost of Salary (NIS Thou.) |
Variable Compensation |
Total Cost (NIS Thou.) |
Ratio to Cost of Median Salary at the Company |
Ratio to Cost of Average Salary at the Company |
|---|---|---|---|---|---|---|---|
| Haim Shani4 | CEO and Chairman of the Board5 |
100% | 1,256243 | 104894 | 1,3602,137 | 6.2110.29 | 5.769.59 |
| Yair Goldberg | CEO of a US subsidiary | 100% | 863 | 194 | 1,057 | 5.09 | 4.74 |
| Amit Harari | VP and Products Division Manager |
100% | 582618 | 145127 | 727745 | 3.3258 | 3.0834 |
| Moshe Naar | VP and Systems Division Manager |
100% | 647 | 647 | 2.96 | 2.74 | |
| Bareket Shani6 | Director7 , Deputy Chief Executive Officer and VP of Human Resources |
100% | 663709 | - | 663709 | 3.0341 | 2.813.18 |
| Amir Anchel | VP and Budget Director | 100% | 616 | 616 | 2.82 | 2.61 | |
| Yair ItscovichGabriel Badusa |
Chief Financial Officer | 100% | 553631 | - | 553631 | 2.533.04 | 2.3483 |
| Eyal Saban8 | Vice President | 404 | 404 | 2.48 | 2.30 |
2 If the officer was employed for part of the year, this ratio will be based on the adjusted calculation for the full year (12 months)
3 If the employee was employed for part of the year, this ratio will be based on the adjusted calculation for the full year (12 months)
4 The Company'sJoint controlling shareholder of the Company.
5 WithoutUp to May 18, 2016, without compensation for the performance of his duties as Chairman of the Board of Directors ; since that date he serves as Chief Executive Officer only.
6 The wife of Mr. Haim Shani, the Company'sjoint controlling shareholder of the Company.
7 Without compensation for the performance of her duties as a Director
| Other Directors 256273 |
256273 |
|---|---|
| --------------------------- | -------- |
8 Mr. Eyal Saban provides consulting services to the Company through a company owned by him, and against a monthly management fee.
pension funds, etc, unless and to the extent that the governing labor laws obligate otherwise.
The desirable ratios between the variable and equity compensation components and fixed component of the Company officers for a given year is shown in the following table:
| Fixed compensation |
Variable compensation | Equity-based compensation |
||
|---|---|---|---|---|
| Ranking | including fringe benefits |
Qualitative component |
Measurable component |
|
| Non-officer Chairman of the Board9 |
100% | -* | -* | - |
| CEO | 100% | 100% | 400% | 50% |
| VP and/or another officer |
100% | 75% | 300% | 50% |
| Directors | 100% | - | - | - |
* The compensation of a non-officer Chairman of the Board does not include a variable component and is up to 55% of the cost of the CEO's salary (see details in Section 24.3 below); the CEO's salary includes a variable component (see details in Section 18 below).
The ratio between the scope of remuneration of Company officers in 20122015 and the compensation components for officers in corresponding positions in similar companies according to the criteria of size (150-500 employees), ownership (public company) and status (Israeli company) according to the Zviran data for September 20122015, was calculated in the following manner:
% fixed salary to Zviran average (*) = Officer's fixed salary paid by the Company Zviran's Zviran Average of fixed salary
% variable compensation to Zviran average = Officer's variable compensation paid by the Company Zviran'sZviran Average of variable compensation
% total compensation to Zviran average = Officer's total compensation paid by the Company Zviran's averageZviran Average of total compensation
The ratio (in percentage) between the salary of the Company's officers for 20122015 and Zviran averages for various components to corresponding positions in similar companies, based on a Zviran survey for September 20122015, is presented in the table below, the table also lists the Zviran average values of September 20122015 to equivalent positions in similar companies:
9The terms of office and service of the Chairman of the Board do not include any fringe benefits, apart from reimbursement of expenses under Section 13.4 below.
| Component | Fixed Salarysalary or compensation |
Variable compensation | Total compensation | ||||
|---|---|---|---|---|---|---|---|
| Officer | Zviran Zviran Ratio Ratio Ratio (%) Average (%) (%) Average |
Zviran Average |
|||||
| CEO and Chairman of the Board () (*) |
8270% | 9467 | 31%- | 331- | 70% | 12167 | |
| VP and Products Division ManagerCEO |
7470% | 51149 | 109199% | 132448 | 8196% | 62186 | |
| VP and SystemsProducts Division Manager |
8947% | 51109 | 072% | 132178 | 7350% | 62124 | |
| CEO of a US subsidiaryDirector, Deputy CEO and VP Human Resources |
9772% | 45100 | 0109% | 75178 | 8577% | 52115 | |
| VP and Budget DirectorCEO of an Israeli subsidiary |
7746% | 51100 | 023% | 132178 | 6443% | 62115 | |
| Director, Deputy CEO and VP Human ResourcesCFO |
7482% | 5272 | 0% | 109123 | 6371% | 6183 | |
| VPCFO | 6250% | 51105 | 0% | 132137 | 5145% | 62117 |
In determining the basic salary for an officer, the following factors will be taken into account:
In addition to any examination that must be carried out by the Approving Entity prior to approving an officer's terms of service and employment, and in addition to any consideration that should be taken into account by that entity, as detailed in this Compensation Policy DocumentPolicyDocument and/or in the Companies Law, the ratio between the fixed basic salary of Company officers and the standard salary in the market will be maintained, as follows:
Market (benchmark) comparison – –To determine a salary range for Company officers that conforms to the market standard and market terms, a comparison will be made between the fixed salary proposed for the officer and the Zviran's averageZviran Average of the salary for corresponding positions, , at companies with similar characteristics as detailed above.
For the purpose of implementing the comparison, as detailed above, the salary of a Company officer will be determined such that it does not exceed by more than 40% the average updated Zviran Average of the salary according to Zviranas of then (the fixed salary cap prescribed in this section tofor an officer, calculated according to the Zviran averageAverage for September 2013, 2015, is in the range of NIS 6572 to 78109 thousand per month according to the position), for a corresponding position in similar companies, based on criteria of size (150-500 employees), ownership (public company) and status (Israeli company).
In determining the basic salary forcompensation of a non-employee officer, the following factors will be taken into account:
In addition to any examination that must be carried out by the Approving Entity prior to approving an officer's terms of service and employment, and in addition to any consideration that should be taken into account by that entity, as detailed in this Compensation Policy DocumentPolicyDocument and/or in the Companies Law, the ratio between the consideration for a non-employee officer andofficerand the standard salary in the market will be maintained, as follows:
Market (benchmark) comparison – To determine a salarycompensation range for Companynon-employee officers that conforms to the market standard and conditions, a comparison will be made between the fixed salary or compensation proposed for the officer and the Zviran's averageZviran Average (in cost terms) of a salary for corresponding positions, , atin companies with similar characteristics as detailed above.
For the purpose of implementing the comparison, as detailed above, the salary or compensation of a Company officer will be determined such that it does not exceed by more than 40% the updated Zviran's average Zviran Average of the salary as of then (the fixed salary cap prescribed in this section tofor an officer, calculated according to the Zviran averageAverage for September 20132015, is in the range of NIS 6572 to 78109 thousand per month according to the position), for a corresponding position in similar companies, based on criteria of size (150-500 employees), ownership (public company) and status (Israeli company), with the addition of the costs of employer's tax and social benefits as customary for employee officers.
An officer must undertake to transfer or to cause to be transferred to the appropriate authorities income tax payments, National Insurance contributions and any other tax and/or payment due in respect of the payments made to him by the Company.
An officer must undertake to the Company that if the court and/or another competent body determines that employer-employee relations existed between the officer and the Company, the Company's payments to the officer will be deemed to include all the payments to which the Company will be liable in respect of employer-employee relations.
An officer and the body employing him must indemnify the Company for any damage and/or costs incurred to the Company pursuant to a finding that employeremployee relations existed between the officer and the Company.
12.712.6 At the time of the signature of the contract with him, a non-employee officer, like the Company's other employees, must give an undertaking on matters of confidentiality, transfer of intellectual property rights and IT policies as detailed in Section 13.16 below.
In addition to any examination that must be carried out by the Approving Entity prior to thetothe approval of an officer's terms of service and employment, and in addition to any consideration that must be taken into account by that entity, as detailed in this Compensation Policy DocumentPolicyDocument and/or in the Companies Law, the Approving Entities must consider whether, and under what conditions, also to grant to officers all or any of the fringe benefits detailed in this section below or any other fringe benefits:
| Employed up to 5 years at the Company |
Employed 5 years or more at the Company |
|---|---|
| 6 months | 12 months |
Severance grants will be approved for an officer who has met all of the following conditions:
The Company may condition payment of the contributions on the officer's agreement to deduct his share of the contributions from his salary.
The Company will insure employee officers for work disability, as part of their membership in a pension fund or as part of the insurance cover for officers insured under an executive insurance policy. The Company's contributions for work disability insurance will not exceed 2.5% of the salary of an employee officer.
Employee officers will be required to sign the wording of the Minister of Labor's general confirmation pursuant to Section 14 of the Severance Pay Law, 5723-1963 or any other or similar arrangement that may replace it, and the Company will pay the severance pay of employee officers into a pension fund or an executive insurance policy, according to the officers' choice with respect to contributions to pension insurance.
13.16 Confidentiality, transfer of intellectual property rights, IT policies – When signing an employment agreement with the Company, each Company officer will commit to confidentiality, undertake to transfer to the Company all his rights in any developments and other intellectual property developed by him in the course of his employment by the Company, and agree to the Company's policies on the use of and access to the Company's IT systems, in the Company's standard wording from time to time.
In determining the salary of the CEO and/or a controlling-shareholder officer or his relative, (excluding the Chairman of the Board), the following factors will be taken into account:
In addition to any examination that must be carried out by the Approving Entity prior to approving the terms of service and employment of the Company CEO and/or a controlling-shareholder officer or his relative, and in addition to any consideration that should be taken into account by that entity, as detailed in this Compensation Policy DocumentPolicyDocument and/or in the Companies Law, the ratio between the fixed basic salary of the Company CEO and/or a controllingshareholder officer or his relative and the standard salary in the market will be maintained, as follows:
Market (benchmark) comparison – To determine a salary for the CEO and/or a controlling-shareholder officer or his relative that conforms to the market standard and conditions, a comparison will be made between the salary proposed for each of them and the Zviran's averageZviran Average of a salary for corresponding positions, based on the Zviran Survey updated as of then. The salary of the CEO and/or of a controlling-shareholder officer or his relative will be determined such that it does not exceed by more than 40% the Zviran's averageZviran Average of a salary according to similar companies, based on criteria of size (150-500 employees), ownership (public company) and status (Israeli company).() (the fixed salary cap prescribed in this section tofor an officer is, calculated according to Zviran's averagethe Zviran Average for a CEO toas of September 20132015, is NIS 129 149 thousand per month).
In addition to any examination that must be carried out by the Approving Entity prior to the approval of the terms of service and employment of the CEO and/or a controllingshareholder officer or his relative, (excluding the Chairman of the Board), and in addition to any consideration that must be taken into account by that entity, as detailed in this Compensation Policy DocumentPolicyDocument and/or in the Companies Law, the Approving Entities must consider whether, and under what conditions, also to grant to the CEO and/or a controlling-shareholder officer or his relative (excluding the Chairman of the Board) all or any of the fringe benefits detailed in this section below:
| Employed up to 5 years at the | Employed 5 years or more at the |
|---|---|
| Company | Company |
| 6 months | 12 months |
Severance grants will be approved for an officer who has met all of the following conditions:
15.8 Pension savings – The Company will pay contributions to a pension provider (or several pension providers) or to a pension agent according to the written choice of the CEO and/or the controlling-shareholder officer or his relative (excluding the Chairman of the Board) and in accordance with the provisions of any law governing the subject. The contributions will be on the basic salary only of the CEO and/or the controlling-shareholder officer or his relative, (excluding the Chairman of the Board), excluding any other compensation components.
The Company may condition the payment of contributions for pension insurance on the agreement of the CEO and/or the controlling-shareholder officer or his relative (excluding the Chairman of the Board) to deduct his share of the contributions from his salary.
The Company will insure the CEO and/or the controlling-shareholder officer or his relative (excluding the Chairman of the Board) for work disability, as part of their membership in a pension fund or as part of the insurance cover for officers insured under an executive insurance policy. The Company's contributions for work disability insurance will not exceed 2.5% of the fixed salary of the CEO and/or the controlling shareholder officer or his relative.
The CEO and/or the controlling-shareholder officer or his relative (excluding the Chairman of the Board) will be required to sign the wording of the Minister of Labor's general confirmation pursuant to Section 14 of the Severance Pay Law, 5723-1963 or any other or similar arrangement that may replace it, and the Company will pay their severance pay into a pension fund or an executive insurance policy, according to their choice with respect to contributions to pension insurance.
Chairman of the Board) will be entitled to daily subsistence expenses also while traveling abroad on Company business, in accordance with the Company's procedures for all Company employees as in effect from time to time.
In addition to all the foregoing, the Approving Entities will consider whether, and under what conditions, also to pay officers (excluding s controlling- shareholder) a special bonus.
The considerations for paying an officer (excluding s controlling- shareholder) a special bonus will include special effort, compliance with quality targets, retention of human capital and maintaining high motivation. The cap on the calendar annual special bonus for an officer (excluding s controlling- shareholder) shall be the higher between (a) 20% of the officer's total annual variable compensation or (b) 3 times the officer's monthly salary . . The payment of a special bonus to an officer (excluding s controllingshareholder) will be submitted to the approval of the Approving Entity, which, if necessary, will also consider the circumstances of the grant.
17.1 The mechanism for payment of an annual bonus and/or grant to officers excluding the CEO and/or the Chairman of the Board is determined based on one or more of the following components, compliance with which is examined on a yearly basis:
The mechanism for calculation of the target-compliance bonus will be determined according to the following breakdown:
In addition to all the foregoing, the Approving Entities will consider whether, and under what conditions, also to pay the Company CEO a special bonus, based on targets or other conditions as detailed above and below, according to a fixed mechanism or on an ad hoc basis.
In addition to any examination that must be carried out by the Approving Entity prior to approving a bonus for a Company officer, including the Company CEO, based on quantitative and/or qualitative components as detailed above and below, and in addition to any consideration that should be taken into account by that entity, as detailed in this Compensation Policy DocumentPolicyDocument and/or in the Companies Law, the amount of the variable compensation shall be limited as follows:
20.1 Limitation on the variable compensation for meeting quality objectives (unmeasurablenonmeasurable component) in a bonus program and / /or special bonus - – the Company shall not grant both a variable compensation to officers for meeting quality goals during a certain calendar year, and in the bonus program as part of a special bonus. Meaning, an officer that a variable compensation granted to him in respect of the bonus plan for compliance with quality objectives in a given calendar year will not receive variable compensation ascompensationas special bonus to meet the quality targets in the same calendar year, and vice versa.
If employer-employee relations between an officer and the Company terminate in the course of a calendar year, the annual bonus mechanism according to this Compensation Policy will be adjusted to the partial employment period, such that the bonus amount paid to the officer will be adjusted to the period for which the officer is entitled to a bonus, including balances that would have been spread out over following years, and the bonus calculation will reflect the partial employment period only.
It the Company's audited consolidated financial statements for any year are corrected, in such manner that ad the amount of the grant and/or bonus for measurable components that was due to an officer for that year been calculated based on the corrected data, the officer would have received a bonus in different amount (higher or lower, as the case may be), the Company will pay the officer or the officer will return to the Company, as the case may be, the difference between the amount that was actually paid and the amount which should have been paid in light of such correction, on the date of payment of the officer's next salary after the publication of the corrected statements, and in accordance with the provisions of the Wage Protection Law, 5718-1958 ("Wage Protection Law") with respect to the amount of the allowed deduction. This difference will be considered an agreed and liquidated amount for purposes of Sections 25(a)(6) and 25(b) of the Wage Protection Law.
The Company is permitted not to return such difference to the officer, whenever it becomes apparent that it was created due to that officer's negligent or willful act or omission.
For the purpose of implementing the foregoing, the officer will sign, on the date of payment of any bonus and/or grant, or earlier, an undertaking to return the relevant payments, in wording as determined by the Company.
The Company may grant equity-based compensation, including options and shares, subject to the approval of the Approving Entity, as part of the officer's compensation mechanism, at terms to be determined by the Company.
The terms of an option plan and the exercise price will serve as an appropriate incentive for maximizing the Company's value in the long term and for encouraging the achievement of the Company's long-term objectives. In addition, criteria will be set based on which options will not be granted (such as in circumstances that justify dismissal without severance pay, noncompliance with the vesting conditions that were set, deterioration in the Company's situation due to the officer's actions, officer's breach of trust, and any other criteria determined by the Board of Director or the Board committee in charge of managing the Company's option plan).
mechanism enabling immediate acceleration of the terms of an equitybased grant will be permitted, other than in cases of a change in control.
The value of equity-based compensation that is not settled in cash shall not exceed 6 times the monthly wages of an officer on the grant date, and in any case shall beshallbe limited in relation to the total compensation as specified in the table in section 10.4.
The Company may grant all or any of its Directors and officers one or more of the rights set out below, subject to the approvals required by law:
25.1 Insurance – Directors and officers of the Company will be insured under a directors and officers liability insurance policy for a sum up to \$10,000,000 (ten million US dollars) for any one event and in the aggregate for all damages arising during the insurance period (plus another \$5,000,000 in respect of legal defense costs) (the "policy"). The policy will be renewed every year, subject to approval by the Approving Entity to renew it from time to time at similar terms and for additional periods of up to 18 months each time.
The purpose of the policy is to confer on the Company's Directors and officers protection against claims. The terms of the policy are determined in negotiations between the Company and the insurance company, taking into consideration the areas of operation and the scope of operation of the Company and the Group, the geographical distribution of the Company's operations, the risk management policy applied by the Company, the number of insured covered by the policy and the standard terms in the market in this area.
Run-off cover – The insurance cover purchased by the Company for its Directors and officers may also include runoff arrangements for a period of up to seven years from the date of termination of their service as Directors and officers of the Company.
25.2 Indemnification and exemption – The Company may grant indemnification (prospectively and/or retrospectively) and an exemption to all or any of its Directors and officers, according to its discretion, to the maximum extent conforming to the Companies Law and the Increased Efficiency of Enforcement Proceedings at the Israel Securities Authority Law (Legislative Amendment), 5771- 2011, in wording as approved by the General Meeting of the Company's shareholders on September 22, 2011.
Approval of the revised Compensation Policy of the Company, in the wording attached as Appendix G to the report on the convening of a meeting ("the Convening Report") to which this voting instrument is attached.
Summary of the proposed resolution: To approve the revised Compensation Policy, in the wording attached as Appendix G to the Convening Report, for a period of three years from the date of its approval by the General Meeting of the Company's shareholders.
Any shareholder may, at his request, inspect the text of the proposed resolutions, the text of the immediate report issued by the Company in connection with the Meeting and the attachments thereto and the voting instrument, at Unitronics House, 3 Arava St., Airport City, Lod, Israel, Sunday through Thursday, during regular business hours, by prior arrangement with Mr. Gavriel Badusa (telephone 03-9778888, fax 03-9778877), up to the day of the Meeting.
The required majority for the approval of the item on the agenda set forth in Section 3 above, in accordance with Section 267A of the Israeli Companies Ordinance, is a majority of the votes of shareholders who are entitled to attend the Meeting and who participate in the vote, provided one of the following is fulfilled: (a) The count of the majority of the votes at the Meeting must include a majority of all the votes of shareholders participating in the vote who are not controlling shareholders of the Company or who do not have a personal interest in the approval of the Compensation Policy, without taking into account abstentions of such shareholders; or alternatively (b) The total number of dissenting votes among shareholders participating in the vote who are not controlling shareholders of the Company or do not have a personal interest in the approval of the Compensation Policy is not more than two percent (2%) of the total voting rights in the Company.
The item set forth in Section 3 above requires the shareholders participating in the vote by this voting instrument to disclose the existence or absence of an interest or another characteristic of the shareholder as prescribed in the Israeli Companies Law, 5759-1999 ("the Companies Law") and the regulations pursuant thereto. In Part Two of this voting instrument, space is allocated for marking off the existence or absence of an interest or other characteristic of the shareholder, as prescribed in the Companies Law and the regulations pursuant thereto, and for detailing such interest, if it exists, in item 3 above. It is emphasized that the vote of someone who did not mark off the existence or absence of an interest or another characteristic of the shareholder as stated, or did not provide details as stated, will not be included in the count of the votes at the Meeting.
7.1. The voting instrument will be valid only if there is attached to it the certificate of title of an unregistered shareholder (i.e. a person who has shares registered with a Stock Exchange member, and those shares are included among the shares of the Company registered in the Register of Shareholders in the name of a nominee company and/or EuroClear Belgium Interprofessionelle Effeotendeposito – en Girokas / N.V. – Caisse Interprofessionelle de Depots et de Virements de Titres S.A.), or – if the shareholder is registered in the Register of Shareholders – a photocopy of the shareholders' ID card, passport or certificate of incorporation (all the above – the "Attached Documents").
7.2. This voting instrument together with the Attached Documents, as aforesaid, must be submitted to the Company up to 4 hours before the time of voting (i.e. on Thursday, October 20, 2016, at 6:30 AM). In this regard, the time of submission is the time when the voting instrument and the Attached Documents reached the Company's offices at the address specified above.
An unregistered shareholder may vote on the resolutions on the agenda of the Meeting detailed in Section 2 of the Convening Report by an electronic voting instrument submitted via the Electronic Voting System as defined in the Voting Regulations ("electronic voting instrument").
The electronic voting instrument is opened for voting at the end of the record date. Voting via the Electronic Voting System will end six hours before the time of the Meeting (i.e. – Thursday, October 20, 2016, at 4:30 AM), at which time the Electronic Voting System will be closed.
An electronic vote may be changed or cancelled up to the time of closing of the Electronic Voting System, and it may not be changed via the Electronic Voting System after that time. If a shareholder voted in more than one way, his latest vote will be counted. In this regard, voting by a shareholder in person or by proxy will be deemed later than a vote by an electronic voting instrument.
The Company's offices as detailed in Section 4 above.
Up to 10 days before the meeting date, i.e. up to October 10, 2016 ("deadline for sending shareholders' position statements").
No later than 5 days before the meeting date, i.e. up to October 15, 2016.
12.1. Distribution site of the Israel Securities Authority ("the Distribution Site"): http://www.magna.isa.gov.il/
A shareholder may, if he so requested, receives the certificate of title at a branch of the Stock Exchange member or through the post. Such a request will be submitted in advance for a particular securities account.
An unregistered shareholder is entitled to receive by email, free of charge, a link to the wording of the voting instrument and the position statements on the Distribution Site, from the Stock Exchange member through whom he holds his shares, unless he notified the Stock Exchange member that he does not wish to receive such a link, or that he wants to receive voting instruments by post against payment. A notice concerning voting instruments will apply also to the receipt of position statements. In addition, an unregistered shareholder may direct that his certificate of title be submitted to the Company via the Electronic Voting System.
One shareholder or more holding shares at a rate equivalent to five percent or more of the total voting rights in the Company, and a shareholder holding such a percentage out of the total voting rights not held by the Company's controlling shareholder as this term is defined in Section 268 of the Israeli Companies Law ("controlling shareholder"), is entitled, following the convening of the Meeting, to inspect the voting instruments as set forth in Regulation 10 of the Regulations, in person or through a proxy, at the Company's offices, during regular business hours.
1 The Company's shares are also traded on Euronext in Brussels, Belgium. As required by the Financial Services and Markets Authority in Belgium (the FSMA), the calculation of the percentage of voting rights of the Company's shareholders must also take into account dormant shares as part of the issued and paid-up share capital of the Company, even though according to Israeli law dormant shares do not confer voting rights or any other rights. Since the source of the requirement for information in this section is the Israeli law, the Company does not provide here a calculation of the number of shares representing 5% of the total of voting rights in the Company as required by the FSMA.
2 See footnote 1 above, with the necessary changes.
Following the publication of the voting instrument there may be changes in the agenda of the Meeting, including the addition of an item to the agenda, and position statements may be published. It will be possible to read the up-to-date agenda and the position statements that have been published in the Company's reports on the Distribution Site.
If the Company has published an amended notice as provided in Regulation 5B of the Israeli Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 5760-2000, it must issue an amended wording of the voting instrument pursuant to this regulation on the day of publication of the amended notice, and in any event no later than September 28, 2016.
A shareholder will indicate his manner of voting on each item on the agenda in the second part of this voting instrument.
| Company Name: Unitronics (1989) (R"G) Ltd. |
|---|
| Company's address (for delivery and sending of voting instruments): Unitronics House, 3 Arava St., |
| Airport City, Lod, Israel |
| Company No.: 520044199 |
| Time of Meeting: October 20, 2016 |
| Class of Meeting: Annual and Extraordinary General Meeting |
| Record Date: September 22, 2016 |
| Shareholder's Details |
| Shareholder's name: _________ |
| ID No.: _________ |
| If the shareholder does not have an Israeli identity card: |
| Passport No.: _________ |
| Issuing country: _________ |
| Valid until: _________ |
| If the shareholder is a corporation: |
| Corporation No.: _________ |
| Country of incorporation: _________ |
| 3 Does the shareholder belong to one of the following classes of shareholders: |
| Interested party4 1. – yes/no |
| Senior officer5 2. – yes/no |
| Institutional entity6 3. – yes/no |
3 Circle the appropriate choice in each of the sections.
4 As defined in Section 1 of the Israeli Securities Law.
5 As defined in Section 37(d) of the Israeli Securities Law.
6 As defined in Section 1 of the Control of Financial Services Regulations (Provident Funds) (Participation of a Management Company in a General Meeting), 5769-2009, as well as manager of a joint investment trust fund within the meaning of the Joint Investment Trust Law, 5754-1994.
| Agenda Item | Manner of Voting7 | Are you a controlling shareholder or do you have a personal interest in the resolution?8 |
|||
|---|---|---|---|---|---|
| For | Abstain | Against | Yes* | No | |
| Approval of the revised Compensation Policy, in the wording attached as Appendix G to the Convening Report, for a period of three years from the date of its approval by the General Meeting of the Company's shareholders. |
* Specify.
Are you an interested party, senior officer or institutional investor? yes/no
Date: _____________ Signature: ___________________________
* If you indicated that you are a controlling shareholder or have a personal interest in the resolution, specify:
_____________________________________________________________________________
_____________________________________________________________________________
With respect to shareholders who hold shares through a Stock Exchange member (per Section 177(1)) – this voting instrument is valid only with a certificate of title attached to it, except in cases where the vote is via the Internet.
With respect to shareholders who are registered in the Register of Shareholders – the voting instrument is valid with an attached photocopy of an ID card / passport / certificate of incorporation.
7 Failure to mark off this section will be deemed as abstention in the vote on that item.
8 The vote of a shareholder who does not complete this column or marks "yes" without an explanation will not be taken into account.
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