Related Party Transaction • May 2, 2016
Related Party Transaction
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UNITRONICS (1989) (R"G) LTD.
PRESS RELEASE Airport City, Israel March May 312, 2016
Airport City, Israel – March May 312, 2016 – Unitronics published the attached Report, pursuant to the requirements of Israeli law, in concerning with a Transaction Between a Company and a Controlling Shareholder Therein.
The fault: further to the request of the Tel Aviv Stock Exchange Ltd., the transaction report was amended
The cause of fault: Tel Aviv Stock Exchange Ltd. comments.
Main amendments: See the amendments to the transaction report, marked for changes.
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.
March 31May 2, 2016
To: Israel Securities Authority www.isa.gov.il
To: Tel Aviv Stock Exchange Ltd. www.tase.co.il
Hereby is anFurther to the Company's Immediate Reports dated March 31, 2016 (reference numbers 2016-01-021966, 2016-01-021951 and 2016-01-021816) hereby is an amended immediate report (hereinafter: "the Report") with regard to convening an extraordinary General Meeting of the Company's shareholders, with the agenda including the following matters - and a transaction report pursuant to the Companies Law, 1999 (hereinafter: "the Companies Law"), Securities Regulations (Transaction between a Company and its Controlling Shareholder), 2001 (hereinafter: "the Controlling Shareholder Transaction Regulations"), Securities Regulations Private offering of securities in a listed company), 2000 (hereinafter: "the Private Offering Regulations"), Securities Regulations (Periodic and immediate reports), 1970 (hereinafter: "the Reporting Regulations"), Corporate Regulations (Notice of General Meeting and Class General Meeting of Public Company), 2000, Corporate Regulations (Written vote and position statements), 2005, and Corporate Regulations (Proof of ownership of stock for voting at General Meeting), 2000.
1.1.1. Approval of an investment transaction in the Company by FIMI Fund, in conformity with provisions of Sections 275(a) and 274 of the Companies Law;
1.1.2. Amendment of employment agreement of Mr. Haim Shani, the controlling shareholder of the Company;
2.1. Approve contracting by the Company of investment transaction with FIMI Fund (topic 1.1 on the agenda for the General Meeting):
2.1.1. Approval of contracting by the Company of an investment transaction with FIMI Fund (hereinafter: "the Investment Agreement"), whereby FIMI Fund would invest in the Company, through the limited partnerships FIMI Opportunity Five (Delaware) Limited Partnership and FIMI Israel Opportunity Five Limited Partnership, NIS 60,000,000 and in return, the Company would allot to FIMI Fund, by way of exceptional private allotment (as defined in the Private Offering Regulations) 3,750,000 Company ordinary shares of NIS 0.02 par value each (hereinafter: "Ordinary Shares") at a price of NIS 16 per share which would constitute, after allotment thereof, 27.27% of the Company's issued and paid-in share capital, fully diluted (hereinafter: "the Allotted shares"). The Investment Agreement also contains adjustment provisions whereby, upon fulfillment of certain conditions, the share price may be reduced down to NIS 14 per share by way of allotment of additional shares by the Company to FIMI Fund (hereinafter: "the Adjustment Provisions"). Should the Adjustment Provisions be applied, the Company would allot to FIMI Fund, for no additional consideration, up to an additional 535,714 Company ordinary shares that will derive from the right to receive shares as described in Section 3.6.1 of the Immediate Report below (hereinafter: "the Additional Shares")1 . and will transfer to FIMI the total dividend per share which was distributed from the closing date to such date, multiplied by the number of additional shares allotted. For more information about the share price adjustment provisions and the number of Additional Shares which may be allotted to FIMI Fund as part of the Transaction, see section 3.6.1 of the immediate report below. The Company would issue an immediate report about allotment of the Additional Shares to FIMI Fund, if allotted, in conformity with provisions of the Private Offering Regulations and would comply with provisions of the Bylaws of the Tel Aviv Stock Exchange Ltd. (hereinafter: "the Stock Exchange") and with the Stock Exchange directives, as they may be at that time, to obtain approval by the Stock Exchange for listing for trading of the aforementioned Additional Shares.
Furthermore, as the Company was informed by the controlling shareholder thereof, Mr. Haim Shani, he has signed concurrently an agreement with FIMI Fund (hereinafter: "Agreement with the Controlling Shareholder"), whereby FIMI Fund would acquire from him 3,125,000 Company shares he owns, for a total amount of NIS 50,000,000 for
1 Since the operation of the aforementioned adjustment mechanism is conditional on the sale price of all the shares to be allotted and delivered to FIMI specified in Sections 3.6.1 and 3.7.2 in the immediate report below, ie after FIMI will be sold the shares acquired as part of the deal, the result of operating the adjustment mechanism will not be increasing its holdings of FIMI beyond its holdings on the closing date, and therefore the company is not presents in this report the matching shares in the calculation of FIMI's holdings of the company in fully diluted basis.
the same price of NIS 16 per share, which would constitute, upon acquisition, 22.72% of the Company's issued and paid-in share capital, fully diluted (after closing of both transactions). The share price in the Agreement with the Controlling Shareholder is also subject to the aforementioned adjustment provisions. Should the aforementioned Adjustment Provisions be applied, Mr. Shani would transfer to FIMI Fund, for no additional consideration, up to an additional 446,429 Company ordinary shares2 . and the total dividend which was distributed from the closing date to such date for the aforementioned additions shares. Immediately following the sale of his shares to FIMI Fund and closing of the transaction as described above, Mr. Shani would hold 21.92% of the Company's issued and paid-in share capital and would continue to serve as CEO of the Company.
Consequently, upon closing of the aforementioned transactions, according to both agreements, FIMI Fund would hold in total 49.99% of the Company's issued and paid-in share capital3 . For more information about the adjustment provisions and the Additional Shares to be transferred by Mr. Shani to FIMI Fund in conjunction with the transaction, see section 3.7.2 of the immediate report below.
Mr. Shani has also informed the Company that upon closing of the Transaction, h and FIMI Fund would sign a shareholder agreement (hereinafter: "the Shareholder Agreement"), whereby they would co-operate in voting on various matters, including with regard to appointment of Board members (including the Chairman of the Board of Directors to be nominated by FIMI Fund) and would govern various rights in cases where any party would conduct certain transactions involving their shares. It was further agreed that the Chairman to be appointed by FIMI Fund would be eligible to 55% of the cost to the employer for the Company CEO position, plus VAT and expenses. These arrangements are restricted in time and/or in holding stake of either party in the Company. For more information about the Shareholder Agreement, see section 3.8 of the immediate report below.
In view of understandings reached by Mr. Haim Shani, the controlling shareholder of the Company, and FIMI Fund, which are an integral part of the terms and conditions of the
2 See Footnote 1 above.
3 See Footnote 1 above.
Transaction and in view of the intent to align Mr. Shani's employment agreement with these understandings, the Company and the controlling shareholder agreed, subject to closing of the Transaction, to terminate the provisions of the employment agreement whereby Mr. Shani's role would include the position of Chairman of the Board of Directors of the Company. The parties also agreed that the annual bonus for which Mr. Shani is eligible, out of the Company's pre-tax earnings - as set forth in Mr. Shani's employment agreement - would be capped at NIS 1.14 million per annum, linked to the Consumer Price Index known upon closing of the Transaction.
All other terms and conditions of Mr. Shani's employment agreement would remain unchanged.
As part of the agreements between the Company and FIMI Fund as part of the Transaction, which are an integral part thereof, it is proposed to amend Company's Article, subject to closing of the The Transaction, including as follows: The staggered structure of the Board of Directors would be canceled and all Company Board members, other than external Board members, would be elected annually by the annual General Meeting of Company shareholders (unless no Board members are elected at such General Meeting, in which case the Board members would continue in office, as set forth in the Article); the Company Board of Directors would be exclusively authorized to decide on any distribution, as this term is defined in the Companies Law, 1999; the requirements for a special majority and special resolutions at General Meetings of Company shareholders would be canceled. For the proposed wording of the amended Article (hereinafter: "the Amended Article"), see Appendix 2.1.3 to the immediate report below.
As set forth below, the Transaction includes proposed changes in the composition of the Board of Directors, including appointment of a paid Active Chairman of the Board of Directors. Therefore, it is proposed to amend, subject to closing of the Transaction, the Company's compensation policy so as to include benchmarks and criteria for compensation of such officer. For the proposed wording of the amendment of the compensation policy, see Appendix 2.1.4 to the immediate report below.
2.1.5. Appointment of Ms. Rivka Granot as external Board member of the Company; Approval of remuneration to Ms. Granot as external Board member of the
It is proposed to appoint Ms. Rivka Granot as external Director of the Company for a three-year term in office, as from the transaction closing date, subject to closing of the transaction. The decleration by Ms.Granot, in conformity with provisions of sections 224b and 241(a) of the Companies Law, is enclosed with this report as Appendix 2.1.5(a) to the immediate report. For further Details with regard to Ms. Granot see Appendix 2.1.5(b) to the immediate report. It is proposed that for her office as external Board member of the Company, Ms. Granot would be entitled to receive annual remuneration and attendance remuneration, in conformity with the the Company's compensation policy and the External Board Member Remuneration Regulations, in the amount specified in said Regulations (and reimbursement of expenses as stated in those regulations), as from the effective start date of their appointment as external Board member of the Company. It is also proposed to award a Letter of Indemnification and Waiver to Ms. Granot worded as approved and signed with other Company Directors (for further information, including wording of the Letter of Indemnification and Waiver currently in use by the Company, see immediate report of indemnification of officer dated September 22, 2011, reference no. 2011-01-282483 (hereinafter: "the Letter of Indemnification in Use")), and to include Ms. Granot in the Company's Board member and officer liability insurance policy, in conformity with the Company's compensation policy, as from the effective start date of their appointment.
It is proposed to appoint, subject to the completion of the Transaction, Messrs. Amit Ben-Zvi, Yariv Avisar and Gillon Beck as Directors of the Company, as from the Transaction closing date through the next annual General Meeting of Company shareholders or a later date, as set forth in the amended Company's Article. For declarations provided by Messrs. Ben-Zvi, Avisar and Beck in conformity with Section 224b of the Companies Law, see Appendices 2.1.6 (a)(1-3) to the immediate report, respectively. For further information about Messrs. Ben-Zvi, Avisar and Beck, see Appendices 2.1.6 (b)(1-3) to the immediate report, respectively. It is proposed that for their office as Company Board members, each of Messrs.Avisar and Beck would be entitled to payment of annual remuneration and attendance remuneration, in conformity with the the Company's compensation policy and the External Board Member Remuneration Regulations, in the fix amount specified in said Regulations (and reimbursement of expenses as stated in those regulations), as from the effective start date of their appointment as Company Board members (subject to completion of the Transaction, Mr. Ben-Zvi would serve as Active Chairman of the Board of Directors; Mr. Ben-Zvi's proposed remuneration is set forth in section 2.1.7 below. It is also proposed to award a Letter of Indemnification and Waiver to each of Messrs. Ben-Zvi, Avisar and Beck, worded as the Letter of Indemnification in Use and to include each of Messrs. Ben-Zvi, Avisar and Beck for three years in the Company's Board member and officer liability insurance policy, in conformity with the Company's compensation policy, as from their appointment date as Board members.
As noted above, in conjunction with the Transaction, it is proposed to appoint a paid Active Chairman of the Board of Directors. Therefore, it is proposed to approve, subject to closing of the Transaction and to appointment as Active Chairman, remuneration to Mr. Amit Ben-Zvi as Active Chairman of the Company Board of Directors such that as from the transaction closing date, Mr. Ben-Zvi would be entitled, for his office as Active Chairman of the Company Board of Directors, to annual pay equal to 55% of the cost to the employer for the Company CEO position, plus VAT and expenses. Mr. Ben-Zvi would be paid quarterly for services rendered to the Company in the previous calendar quarter.
For a summary table of Mr. Ben-Zvi's remuneration, had he served as Active Chairman of the Company Board of Directors in 2015, based on the cost to the employer for the Company CEO position in 2015, in conformity with Addendum VI to the Periodic and Immediate Reports Regulations, see Appendix 3.14 to the immediate report below.
2.2.1. According to their employment agreements, Mr. Shani's monthly salary is NIS 60,000 and Ms. Shani's monthly salary is NIS 30,000. Furthermore, the salary is linked to the Consumer Price Index such that as from January 2012, every year, their salary is increased by the percentage change in the CPI for the previous year.
2.3.1. On March 29, 2016, the Company Compensation Committee and Board of Directors approved, subject to approval by the General Meeting of Company shareholders in conformity with Section 275(a1) of the Companies Law, the extension of validity of letters of indemnification and waiver for Mr. and Ms. Shani, pursuant to said Section, for a further three years as from the date of the General Meeting, at terms and conditions identical to those approved for officers other than controlling shareholders of the Company and relatives thereof, as well as inclusion of Mr. and Ms. Shani on the Company's Board members and officer liability insurance policy, for a further three years as from the date of the General Meeting, at terms and conditions identical to those approved for officers other than controlling shareholders of the Company and relatives thereof.
including all resolutions set forth in sub-sections thereof, is submitted for approval by the majority stipulated in Section 275 of the Companies Law.
Mr. and Ms. Shani have a personal interest in approval of resolutions 1.1, 1.3 and 1.4 on the agenda of the General Meeting, as set forth in section 3 above.
Below is additional information about share allotment to FIMI Fund, which constitutes an exceptional private offering (as defined in the Private Offering Regulations):
The offerees in the exceptional private offering (as defined in the Private Offering Regulations) are FIMI Opportunity Five (Delaware) Limited Partnership and FIMI Israel Opportunity Five Limited Partnership (hereinafter jointly: "the Offeree"). The General Partner of each of these Partnerships is FIMI Five 2012 Ltd., a private company incorporated in Israel, ultimately controlled by Mr. Yishai Davidi.
Following the share allotment by the Company and the share purchase from Mr. Haim Shani in conjunction with the Transaction, the Offeree would hold Company shares as listed in the table in section 13.7 of the immediate report below, hence making it an interested party, as this term is defined in Section 270(5) of the Companies Law.
The Company Board of Directors was informed of FIMI Fund being an interested party as set forth above.
In conjunction with the transaction, the Company would allot to FIMI Fund 3,750,000 Company ordinary shares of NIS 0.02 par value each (hereinafter: "the Allotted Shares"), at a price of NIS 16 per share (hereinafter: "the Share Price"), which after the allotment would constitute 27.27% of the Company's issued and paid-in share capital and 27.27% of voting rights therein (ditto fully diluted). The Allotted Shares would be allotted to the Offeree in the name of Mizrahi Tefahot Nominee Company Ltd., would be listed for trading on the stock exchange (subject to approval of such listing by the stock exchange) as from their allotment date and would confer equal rights, for all intents and purposes, as Company ordinary shares of NIS 0.02 par value in the Company's share capital, but would be subject to restrictions listed in section 13.10 of the immediate report, including blocking restrictions pursuant to the Securities Act and regulations based there upon.
The Investment Agreement also contains adjustment provisions whereby, upon fulfillment of certain conditions, the share price may be reduced down to NIS 14 per share by way of allotment of additional shares by the Company to FIMI Fund for no additional consideration. Should the Adjustment Provisions be applied, the Company would allot to FIMI Fund up to an additional 535,714 Company ordinary shares that will derive from the right to receive shares as described in Section 3.6.1 of the Immediate Report below (hereinafter: "the Additional Shares")4 and will transfer to FIMI the total dividend per share which was distributed from the closing date to such date, multiplied by the number of additional shares allotted. For more information about the share price adjustment provisions and the number of Additional Shares which may be allotted to FIMI Fund as part of the Transaction, see section 3.6.1 of the immediate report below. The Company would issue an immediate report about allotment of the Additional Sharesadditional shares arising from the exercise right to FIMI Fund, if receive shares will be allotted, in conformity with provisions of for the Private Offering Regulations offeree named Mizrahi Tefahot nominees company Ltd. and would comply with provisions of the Bylaws ofwill be listed for trading in the Tel Aviv Stock Exchange Ltd. (hereinafter: "the Stock Exchange") and with the Stock Exchange directives, as they may be at that time, to obtain approval by the Stock Exchange for listing for trading of the aforementioned Additional Shares.as of the date of their issuance.
4 See Footnote 1 above.
The Offered Shares are offered at a price of NIS 16 per share. For more information about the consideration for the Offered Shares and how it was determined, see sections 3, 4 and 7 of the immediate report below.
For more information about the personal interest of material shareholders and officers of the Company in the transaction and in the consideration, see sections 3 and 4 above and sections 6 and 11 below in this immediate report.
The price per Company Share on the Tel Aviv Stock Exchange, soon prior to approval of the Transaction by the Company Board of Directors, including the exceptional private offering (March 17, 2016) and soon prior to the issue date of the immediate report about signing of the Investment Agreement (March 20, 2016) was NIS 12.32. The price per Company share on the Tel Aviv Stock Exchange soon prior to the issue date of this report (close of trading on March 30, 2016) was NIS 16.69. The ratio of share price in the Transaction to the price per Company share on the Tel Aviv Stock Exchange soon prior to the issue date of the immediate report about signing the Investment Agreement (March 20, 2016) was 129.87%.
For several days prior to approval of the Transaction by the Company Board of Directors, including the exceptional private offering (March 17, 2016) and prior to the issue date of the immediate report about signing the Investment Agreement (March 20, 2016), there were no transactions in Company shares on the Euronext stock exchange in Belgium. The most recent price per Company share previously determined on the Euronext stock exchange was EUR 2.05.
no legal quorum present at the General Meeting within 30 minutes of the time set for the start of the General Meeting, the General Meeting would be postponed by one week, at the same time and place. Legal quorum at the continued General Meeting would be present when 2 shareholders are present, in person or by proxy, regardless of their voting rights.
2000, the effective date would be Wednesday, April 6, 2016 (hereinafter: "the Effective Date"), such that each holder of Company shares at the close of trading on the effective date would be eligible to attend the General Meeting and vote, in person or by proxy.
The number of shares constituting 5% of all voting rights in the Company is: 500,116 Company ordinary shares (accounting for dormant shares which do not confer voting rights).
The number of shares constituting 5% of all voting rights in the Company not held by the controlling shareholder is: 193,138 Company ordinary shares (accounting for dormant shares which do not confer voting rights).
This immediate report and documents mentioned therein, as well as the full text of the resolutions on the agenda, may be viewed at Company offices at Unitronics House, Airport City, Lod from Sunday to Thursday during normal business hours, by prior appointment with Mr. Gabriel Badusa (Telephone: 03-9778888 Fax: 03-9778877), through the date of the General Meeting.
Unitronics (1989) (RG) Ltd.
("the Company")
Through T-133 PUBLIC
March 31May 2, 2016
To: Israel Securities Authority www.isa.gov.il
To: Tel Aviv Stock Exchange Ltd. www.tase.co.il
Hereby is anFurther to the Company's Immediate Reports dated March 31, 2016 (reference numbers 2016-01-021966, 2016-01-021951 and 2016-01-021816) hereby is an amended immediate report (hereinafter: "the Report") with regard to convening an extraordinary General Meeting of Company shareholders, with the agenda including the following matters - and a transaction report pursuant to the Companies Law, 1999 (hereinafter: "the Companies Law"), Securities Regulations (Transaction between a Corporation and its Controlling Shareholder), 2001 (hereinafter: "the Controlling Shareholder Transaction Regulations"), Securities Regulations Private offering of securities in a listed company), 2000 (hereinafter: "the Private Offering Regulations"), Securities Regulations (Periodic and immediate reports), 1970 (hereinafter: "the Reporting Regulations"), Corporate Regulations (Notice of General Meeting and Class General Meeting of Public Company), 2000, Corporate Regulations (Written vote and position statements), 2005, and Corporate Regulations (Proof of ownership of stock for voting at General Meeting), 2000.
Notice is hereby given of convening an extraordinary General Meeting of Company shareholders ("the General Meeting"), to be convened on Monday, May 9, 2016 at 12 noon at the Sheraton Zaventem Hotel in Brussels, Belgium.
Including approval of extraordinary private offering of Company shares and allotment of 3,750,000 Company ordinary shares to FIMI Fund, as set forth in section 3.1 below.
Approve contracting by the Company of the Transaction described herein as a transaction in which the controlling shareholder has a personal interest in accordance with the provisions of Articles 274 and 275 (a) of the Companies Law, and signing of the Investment Agreement, and subject to closing of the Transaction, approve an exceptional private offering of Company shares and Company obligations pursuant to the Investment Agreement and other related agreements, including approve allotment of 3,750,000 Company ordinary shares to FIMI Fund, upon fulfillment of the conditions listed in the Agreement for closing of the Transaction and approve reserving for future allotment another 535,714 Company ordinary shares and allotment thereof to FIMI Fund upon fulfillment of the conditions listed in the Investment Agreement and according to its provisions and approve listing of all the aforementioned shares for trading on the Tel Aviv Stock Exchange.
Approval of an amendment to employment agreement of Mr. Haim Shani. Chairman (until the date of completion of the transaction (the: "closing date")), CEO and controlling shareholder of the Company, as set forth in section 3.9 below.
Approve, subject to closing of the transaction, the amendment to Mr. Shani's employment agreement, effective as from the transaction closing date.
Approval of amendment of Company's Article, as set forth in section 3.10.
Approve, subject to closing of the transaction, the amendment of Company's Article, as worded in Appendix 2.1.3 enclosed with this report, effective as from the transaction closing date.
Approve, subject to closing of the transaction, the amendment of the Company's compensation policy, as worded in Appendix 2.1.4 enclosed with this report, effective as from the transaction closing date.
2.1.5.1 It is proposed to appoint Ms. Rivka Granot, subject to closing of the Transaction, as an external Board member of the Company for a three-year term in office, as from the closing date, in conformity with Company's Article. The declaration by Ms. Granot, whereby she fulfill the stipulated conditions for serving the Company as external Board member, in conformity with provisions of sections 224b and 241(a) of the Companies Law, is enclosed with this report as Appendix 2.1.5(a) to the immediate report. Details of Ms. Granot in conformity with Regulations 26 and 36b(a)(10) of the Periodic and Immediate Reports Regulations are enclosed with this report as Appendix 2.1.5(b) to the immediate report. The Company Board of Directors, at its meeting held on March 29, 2016, determined that Ms. Granot has accounting and financial expertise.
Subject to closing of the transaction, appoint Ms. Rivka Granot as external Director of the Company for a three-year term in office, as from the transaction closing date.
2.1.5.2 Subject to approval of the appointment of Ms. Granot as external Director of the Company, it is proposed to approve payment of annual remuneration and attendance remuneration to Ms. Granot, as from the effective start date of their appointment, in conformity with the Company's compensation policy and the External Board Member Remuneration Regulations, in the fix amount specified in said Regulations (and reimbursement of expenses as stated in those regulations).
Subject to appointment of Ms. Granot as external Director of the Company, to approve payment of annual remuneration and attendance remuneration to Ms. Granot, as from the effective start date of their appointment, in conformity with the Company's compensation policy and the External Board Member Remuneration Regulations, in the fix amount specified in said Regulations (and reimbursement of expenses as stated in those regulations).
2.1.5.3 Subject to approval of the appointment of Ms. Granot as external Director of the Company, award a Letter of Indemnification and Waiver to Ms. Granot, worded as approved and signed with other Company Board members (for more information, including wording of the Letter of Indemnification and Waiver currently in use by the Company, see immediate report of indemnification of officer dated September 22, 2011, reference no. 2011-01-282483 (herein: "the Letter of Indemnification in use")), and include Ms. Granot in the Company's Board member and officer liability insurance policy, all as from the effective start date of their appointment, as noted above, and in conformity with the Company's compensation policy.
Subject to approval of the appointment of Ms. Granot as external Board member of the Company, award the Letter of Indemnification and waiver to Ms. Granot, worded as the Letter of Indemnification in use, and include Ms. Granot in the Company's Board member and officer liability insurance policy, all as from the effective start date of their appointment as external Board member of the Company and in conformity with the Company's compensation policy.
2.1.6 Appointment of Messrs. Amit Ben-Zvi, Yariv Avisar and Gillon Beck as Board members of the Company; Approval of remuneration to Messrs. Avisar and Beck, as Directors of the Company; Award of Letter of Indemnification and Waiver to Messrs.
2.1.6.1 It is proposed to appoint, subject to closing of the Transaction, Messrs. Amit Ben-Zvi, Yariv Avisar and Gillon Beck as Directors of the Company, as from the Transaction closing date through the next annual General Meeting of Company shareholders or a later date, in conformity with provisions of the amended Company's Article. The declarations provided by Messrs. Ben-Zvi, Avisar and Beck whereby they fulfill the stipulated conditions for serving the Company as Board member, in conformity with provisions of section 224b of the Companies Law, are enclosed with this report as Appendix 2.1.6(a)(1-3). Information about Messrs. Ben-Zvi, Avisar and Beck in conformity with Regulations 26 and 36b(a)(10) of the Periodic and Immediate Reports Regulations are enclosed with this report as Appendix 2.1.6(b)(1-3). The Company Board of Directors, at its meeting held on March 29, 2016, determined that Messrs. Ben-Zvi and Beck has accounting and financial expertise.
Subject to completion of the Transaction, appoint Mr. Amit Ben-Zvi, Mr. Yariv Avisar and Mr. Gillon Beck as Directors of the Company, as from the Transaction closing date through the next annual General Meeting of Company shareholders or a later date, in conformity with provisions of the amended Company's Article.
2.1.6.2 Subject to approval of the appointment of each of Messrs. Avisar and Beck as Board members of the Company, it is proposed to approve payment of annual remuneration and attendance remuneration to each of Messrs. Avisar and Beck, as from the effective start date of their appointment, in conformity with the Company's compensation policy and the External Board Member Remuneration Regulations, in the fix amount specified in said Regulations (and reimbursement of expenses as stated in those regulations).
For more information about remuneration paid to Company Board members, see section 24 of the Company's compensation policy, as published in an immediate report convening a General Meeting dated November 17, 2013, reference no. 2013-01- 193608, included herein by way of reference (herein: "the Compensation Policy"). Previously, the Company's Audit Committee, Board of Directors and General Meetings of Company shareholders approved from time to time (on multiple meetings between 2001 and 2008) payment to external Board members of the Company and to Board members who are not officers of the Company, of annual remuneration and attendance remuneration equal to the "Specified Amount", as set forth in Addendums II and III to the Corporate Regulations (Rules for remuneration and expense reimbursement for external Board members), 2000 (herein: "the External Board Member Remuneration Regulations") in conformity with the relevant rating of Company equity.
Subject to approval of the appointment of each of Messrs. Avisar and Beck as Board members of the Company, approve payment of annual remuneration and attendance remuneration to each of Messrs. Avisar and Beck, as from the effective start date of their appointment, in conformity with the Company's compensation policy and the External Board Member Remuneration Regulations, in the amount specified in said Regulations (and reimbursement of expenses as stated in those regulations).
2.1.6.3 Subject to the appointment of each of Messrs. Ben-Zvi, Avisar and Beck as Board members of the Company, award a Letter of Indemnification and Waiver to each of Messrs. Ben-Zvi, Avisar and Beck, worded as the Letter of Indemnification in Use and to include each of Messrs. Ben-Zvi, Avisar and Beck for three years in the Company's Board member and officer liability insurance policy, in conformity with the Company's compensation policy, as from their appointment date as Board members.
Subject to the appointment of each of Messrs. Ben-Zvi, Avisar and Beck as Board members of the Company, award a Letter of Indemnification and Waiver to each of Messrs. Ben-Zvi, Avisar and Beck, worded as the Letter of Indemnification in Use and to include each of Messrs. Ben-Zvi, Avisar and Beck for three years in the Company's Board member and officer liability insurance policy, in conformity with the Company's compensation policy, as from their appointment date as Board members.
As noted above, in conjunction with the Transaction, it is proposed to appoint a paid Active Chairman of the Board of Directors. Therefore, it is proposed to approve, subject to closing of the Transaction and to appointment Mr. Ben-Zvi as Active Chairman, remuneration to Mr. Ben-Zvi as Active Chairman of the Company Board of Directors such that as from the transaction closing date, Mr. Ben-Zvi would be entitled, for his office as Active Chairman of the Company Board of Directors, to annual pay equal to 55% of the cost to the employer for the Company CEO position, plus VAT and expenses. Mr. Ben-Zvi would be paid quarterly for services rendered to the Company in the previous calendar quarter.
Approve, subject to closing of the Transaction and to appointment Mr. Ben-Zvi as Active Chairman, remuneration to Mr. Amit Ben-Zvi as Active Chairman of the Company Board of Directors such that as from the transaction closing date, Mr. Ben-Zvi would be entitled, for his office as Active Chairman of the Company Board of Directors, to annual pay equal to 55% of the cost to the employer for the Company CEO position, plus VAT and expenses. Mr. Ben-Zvi would be paid quarterly for services rendered to the Company in the previous calendar quarter.
Note that the matters listed in section 2.1 above are brought for approval by the General Meeting as one.
It is proposed to approve continued office of Company Board members other than external Board members, after closing of the Transaction, the effective start date of the Amended Article and cancellation of provisions with regard to a Staggered Board.
Approve that, after closing of the Transaction, the effective start date of the Amended Article and cancellation of provisions with regard to a Staggered Board, Board members other than external Board members would continue in office through the next annual General Meeting of Company shareholders, or a later date in conformity with amended Company's Article, provided that their term in office has not expired previously, in conformity with provisions of the amended Company's Article and/or all statutory provisions.
2.3 Approval of employment agreements of Mr. Haim Shani and Ms. Bareket Shani, the controlling shareholder of the Company and his wife, for a further three-year term from the date of the General Meeting, in conformity with Section 275(a1) of the Companies Law.
It is proposed to approve the employment agreements of Mr. Haim Shani, Chairman (until the closing date), CEO and controlling shareholder of the Company and Ms. Bareket Shani, wife of Mr. Shani, who serves the Company as Board member, Deputy CEO and VP, Human Resources, for a further three years, as set forth in section 4 below.
Approve employment agreements of Mr. Haim Shani, Chairman (through the Transaction closing date), CEO and controlling shareholder of the Company and Ms. Bareket Shani, wife of Mr. Shani, who serves the Company as Board member, Deputy CEO and VP, Human Resources, in conformity with Section 275(a1) of the Companies Law, for a further three-year term from the date of the General Meeting.
2.4 Approval of continued validity of letters of indemnification and waiver of Mr. Haim Shani and Ms. Bareket Shani, for an additional three years as from the date of the General Meeting, in conformity with Section 275(a1) of the Companies Law and their inclusion on the Company's Board members and officer liability insurance policy.
It is proposed to approve the extension of validity of letters of indemnification and waiver for Mr. and Ms. Shani, pursuant to Section 275(a1) of the Companies Law, for a further three years as from the date of the General Meeting, at terms and conditions identical to those approved for officers other than controlling shareholders of the Company and relatives thereof, as well as inclusion of Mr. and Ms. Shani on the Company's Board members and officer liability insurance policy, for a further three years as from the date of the General Meeting, at terms and conditions identical to those approved for officers other than controlling shareholders of the Company and relatives thereof.
Approve the extension of validity of letters of indemnification and waiver for Mr. Haim Shani, Chairman (through the Transaction closing date), CEO and controlling shareholder of the Company and Ms. Bareket Shani, wife of Mr. Shani, who serves the Company as Board member, Deputy CEO and VP, Human Resources, worded as the Letter of Indemnification in Use, and include Mr. and Ms. Shani on the Company's Board members and officer liability insurance policy, for a further three years as from the date of the General Meeting in conformity with Section 275(a1) of the Companies Law, at terms and conditions identical to those approved for officers other than controlling shareholders of the Company and relatives thereof.
3.1 After discussions by the Company's Audit Committee and Board of Directors in early March 2016, and after approval by the Company's Audit Committee and Board of Directors on March 17, 2016, the Company contracted on March 20, 2016 an agreement with FIMI Fund (hereinafter: "the Investment Agreement"). Pursuant to the Investment Agreement, upon closing of the Transaction, FIMI Fund would acquire from the Company and the Company would allot to FIMI Fund by way of exceptional private allotment (as defined in the Private Offering Regulations), 3,750,000 Company ordinary shares of NIS 0.02 par value each (hereinafter: ״the Allotted Shares״ (against payment of NIS 16 per share, for a total of NIS 60 million (hereinafter: ״the Investment Amount״(, reflecting a Company valuation of NIS 160 million. The allotted shares, immediately following the allotment thereof, would constitute 27.27% of the Company's issued and paid-in share capital, fully diluted. The Investment Agreement also contains adjustment provisions whereby, upon fulfillment of certain conditions, the share price may be reduced down to NIS 14 per share by way of allotment of additional shares by the Company to FIMI Fund for no additional consideration. Should the Adjustment Provisions be applied, the Company would allot to FIMI Fund up to an additional 535,714 Company ordinary shares that will derive from the right to receive shares as described in Section 3.6.1 of the Immediate Report below (hereinafter: "the Additional Shares")5 . and will transfer to FIMI the total dividend per share which was distributed from the closing date to such date, multiplied by the number of additional shares allotted. For more information about the share price adjustment provisions and the number of Additional Shares which may be allotted to FIMI Fund as part of the Transaction, see section 3.6.1 of the immediate report below. The Company would issue an immediate report about any future allotment of the Additional Shares to FIMI Fund, if allotted, in conformity with provisions of the Private Offering Regulations and would comply with provisions of the Bylaws of the Tel Aviv Stock Exchange Ltd. (hereinafter: "the Stock Exchange") and with the Stock Exchange directives, as they may be at that time, to obtain approval by the Stock Exchange for listing for trading of the aforementioned Additional Shares. For more information about allotment of the Allotted Shares to FIMI Fund by way of exceptional private offering, pursuant to the Private Offering Regulations, see section 13 below.
5 See Footnote 1 above.
6 See Footnote 1 above.
As noted, the price per share, for both the Investment Agreement and the Agreement with the Controlling Shareholder, is NIS 16 subject to adjustment provisions, whereby should the cash amounts received by FIMI Fund in conjunction with (a) all shares acquired thereby in conjunction with the Transaction from the Company and from the controlling shareholder thereof, Mr. Haim Shani, and (b) in conjunction with any other securities to be allotted to FIMI Fund after closing of the Transaction due to FIMI Fund holding of shares allotted there to or acquired thereby from the controlling shareholder in conjunction with the Transaction, including due to spin-off of Company operations or subsidiaries thereof, re-organization, share split, distribution of bonus shares or due to any other action (whether by sale, dividends or indemnification pursuant to the acquisition agreements) (hereinafter: "Total Consideration for the Acquired Shares") would be less than 250% of the total amount paid for them (i.e. less than NIS 275,000,000), would be reduced to NIS 15 per share (reflecting a Company valuation of NIS 140,000,000) by way of allotment of Additional Shares to FIMI Fund by the Company (and transfer of Additional Shares to FIMI Fund by Mr. Shani, in conformity with provisions of the Agreement with the Controlling Shareholder), for no additional consideration and transferring to FIMI the total dividend per share which was distributed from the closing date to such date, multiplied by the number of additional shares allotted. The adjustment provisions would apply as from the closing date and would expire 8 years thereafter. Notwithstanding the foregoing, these provisions would not apply should FIMI Fund sell a majority of the shares to be acquired pursuant to the Acquisition Agreements within 2 years after the closing date, unless Mr. Shani has previously sold over 10% of his holding stake in the Company as of the closing date. The parties further agreed that should the adjustment provisions be applied, the total number of Additional Shares to be allotted to FIMI Fund by the Company would not exceed the lowest of (a) the number of ordinary shares for which the consideration, if sold at NIS 14 per share, plus the consideration for the Additional Shares of the controlling shareholder (as defined below), if sold at NIS 14 per share as well, plus the Total Consideration for the Acquired Shares (as defined above), would exceed NIS 275,000,000; (b) the number of Additional Shares. As mentioned above, the maximum number of additional shares that will be issued by the Company to FIMI Fund resulting from the operation of the said mechanism will be 535,714 ordinary shares of the company.
Should Additional Shares be allotted to FIMI Fund in conformity with the adjustment provisions, the Company would issue an immediate report about the allotment of such Additional Shares, in conformity with provisions of the Private Offering Regulations and in compliance with provisions of the Bylaws of the Tel Aviv Stock Exchange Ltd. ("the Stock Exchange") and with the Stock Exchange directives, as they may be at that time, in order to obtain approval from the Stock Exchange for listing said shares for trading.On the closing date of the transaction, the company will give FIMI Fund, a written right, to receive shares, whereby the company would commit to allocate to FIMI Fund on the exercise date the additional shares (up to 535,714 ordinary shares of the Company), provided that the maximum consideration for the shares acquired will be less than NIS 275,000,000, as described above. The written right to receive additional shares will expire eight years from the closing date.
The additional allotted Shares, resulting from the rights to receive shares, will be issued to FIMI Fund against their nominal par value, however, it is clarified that FIMI Fund will not be required to pay additional consideration in respect of the additional shares, meaning - the consideration from the transaction is for the shares to be allocated to FIMI Fund on the closing date and for the par value of additional shares.
The rights to Company's shares will not converted into shares in the company on the effective date for the distribution of bonus shares, for the offer by way of rights for dividends distribution, for capital consolidation, for capital split or reduction of capital (each one of the above hereinafter "Company Event "). In addition, if the X date of the Company Event occur before the effective date of the Company Event, there will not be an exercise of the said rights on the X date as stated above. Note that, without prejudice to the entitlement of FIMI Fund to receive dividends as set forth above, there will be no adjustment of the said rights in the event of dividends distribution, bonus shares or rights issue by the company.
The Investment Agreement includes representations by the Company and by FIMI Fund with regard, inter alia, to their lawful incorporation, their authority to contract the agreement, absence of any legal impediment to contracting the agreement and with regard to the agreement being enforceable on both parties. The Investment Agreement also includes representations by the Company with regard to the Company, including representations with regard to Company capital and holding of subsidiaries, absence of contradiction between contracting of the agreement by the Company and the Company's Articles of Association and/or material agreements to which the Company is party, permits and approvals required from third parties for closing of the Transaction by the Company and with regard to the Allotted Shares being free and clear as of the Transaction closing date.
Furthermore, the agreement includes representations by the Company with regard to operations and business of the Company and subsidiaries thereof, inter alia, with regard to the Company's consolidated financial statements for 2013-2015 and with regard to the normal course of business for the Company and subsidiaries thereof since December 31, 2015; legal proceedings; loans, liens and guarantees; interested party transactions; approvals, licenses and permits required for their operations; Company compliance with disclosure requirements stipulated in the Securities Act, 1968 ("the Securities Act") and regulations based there upon, as well as laws and regulations applicable to the Company with regard to listing its shares for trading on the Euronext stock exchange in Belgium; material agreements; labor relations; real estate properties and other tangible assets; intellectual property; environmental protection; insurance; brokers; taxes; financing from Government entities and representations with regard to customers and suppliers. Except as set forth in section 3.6.5.1 below, the Company's representations would expire on March 31, 2018 and FIMI Fund would no longer be entitled to indemnification with regard there to.
The agreement also includes representations by FIMI Fund with regard to brokers; acquisition of the Acquired Shares for FIMI Fund alone with no intention to immediately sell them; the experience of FIMI Fund with investments in companies similar to the Company and its capacity to bear the risk associated with such transactions; no representations made by the Company and no reliance by FIMI Fund on Company representations with regard to taxation aspects of the Transaction or other economic consideration and no liability by the Company toward FIMI Fund for any such implications; and with regard to blocking provisions to which the Allotted Shares would be subject, pursuant to provisions of the Securities Act.
The Investment Agreement stipulates that in the interim period, between signing the Investment Agreement and the Transaction closing date (hereinafter: ״the Interim Period״(, the Company would act in the normal course of business there for. The Company and FIMI Fund have committed to co-operate during the Interim Period to carry out all actions and to file all documents required by law with Government entities, including the Anti-trust Supervisor, Stock Exchange, the Euronext stock exchange and others.
Closing of the Transaction under the Investment Agreement is subject to the fulfillment of various conditions precedent (which the party entitled to a fulfillment of a condition may waive), the principal ones being as follows:
7 Such approvals include the approval of the Israel Antitrust Commissioner, the Israel Investment Center at the Israel Ministry of Economy and a notice to the Office of the Chief Scientist's Office of Israel's Ministry of Economy, which are expected and required to be obtained by the completion date.
(6) Obtaining the third party consents required for closing the Transaction, including the approval of the Israel Antitrust Commissioner for execution of the Transaction, provided it does not include conditions or restrictions. As of the date of the report, the Company is working on preparing the application to the Antitrust Commissioner and will be submitting it within the coming days.
(7) Receiving the approval of the General Meeting of the Company's shareholders for executing the Transaction.
3.6.5.1 In the framework of the agreement, each party has undertaken to indemnify the other party, its members, officers and employees with respect to any loss, cost, damage and expense (except indirect and consequential damages) incurred to them during the indemnification period of the counterparty (as set out in this section below), which originate in the breach of any representation made in the Investment Agreement or in other transaction documents or in that any such representation proves to be incorrect. In this regard, the "significant" threshold limitations determined in the parties' representations in the Investment Agreement are not to be taken into consideration.
In this regard, the "Indemnification Period" – with respect to the Company: up to March 31, 2018 – in respect of all the Company's representations, and thereafter, until 84 months after the closing date – in respect of the Company's representations regarding its incorporation, its capital, its authority to enter into the Investment Agreement, its compliance with the disclosure requirements prescribed in the Securities Law and the regulations made by virtue thereof and the applicable rules, and also due to the listing of the Company's shares on the Euronext Stock Exchange and the absence of the need for receiving third party consents.
3.6.5.2 To the extent the Company indemnifies the FIMI Fund in accordance with the indemnification arrangements laid down, as set out above and below, these amounts shall be taken into account for calculating the total consideration in respect of the Acquired Shares and for determining whether there is room for invoking the adjustment mechanism set out in section 3.6.1 above.
To the extent that any of the conditions precedent set forth in section 3.6.4 above is not fulfilled within 90 days of the date of signing the Investment Agreement (i.e. from March 20, 2016), and the party entitled to the fulfillment of that same condition precedent does not waive its fulfillment, the party entitled to the fulfillment of the unfulfilled condition precedent shall be entitled to terminate the Investment Agreement by giving notice thereof to the other party to the agreement. Further indemnification arrangements that are essentially similar to the arrangements stated in section 3.6.5.4 above have been laid down in respect of non-fulfillment of a condition precedent arising from the intentional non-fulfillment of an obligation by a party to the agreement or breach of the agreement by a party thereto.
Following are the main points of the agreement between the FIMI Fund and the Company's controlling shareholder, Mr. Haim Shani, as presented to the Company by Mr. Shani:
8 See Footnote 1 above.
9 See Footnote 1 above.
accordance with the provisions of the agreement), or on another date to be agreed upon by the parties to the agreement (hereinafter: the "Transaction closing date").
3.7.6 To the extent that any of the conditions precedent set forth in section 3.7.8 below is not fulfilled within 90 days of the signing of the agreement between the FIMI Fund and the controlling shareholder (i.e. from March 20, 2016), and the party entitled to the fulfillment of that same condition precedent does not waive its fulfillment, the party entitled to the fulfillment of the unfulfilled condition precedent shall be allowed to terminate the agreement between the FIMI Fund and the controlling shareholder by giving notice to the other party to the agreement, with indemnification arrangements similar in essence to the arrangements stated in section 3.6.6 above applying under circumstances as specified there.
The agreement with the controlling shareholder includes representations of Mr. Shani and the FIMI Fund, inter alia in relation to their authority to enter into the agreement, the absence of statutory preclusion of their entering into the agreement and with respect to the agreement being enforceable against them. Likewise, the agreement with the controlling shareholder contains representations of Mr. Shani in connection with his ownership of the shares acquired pursuant to this agreement and these shares being listed on the stock exchange; absence of the need for third party consents for discharging his obligations under the agreement; and with respect to intermediaries.
In addition, the agreement includes representations of the FIMI Fund with regard to intermediaries; acquisition of the Acquired Shares for the FIMI Fund alone and with no plan for their immediate sale; absence of representations from Mr. Shani and absence of reliance on the part of the FIMI Fund on these representations in all pertaining to taxation of the Transaction or any other economic consideration and the absence of liability on Mr. Shani's part toward the FIMI Fund for any implication in connection with these.
Closing of the Transaction under the agreement with the controlling shareholder is subject to the fulfillment of various conditions precedent (which the party entitled to the fulfillment of any condition precedent may waive), the principal ones being as follows:
(6) Completion of the acquisition by the FIMI Fund of the Allocated Shares, pursuant to the Investment Agreement.
Mr. Shani pursuant to the provisions of the agreement with the controlling shareholder (provided no fraud is involved), nor for indirect, punitive or consequential damages.
As the Company was informed by Mr. Shani, on the closing date Mr. Shani and the FIMI Fund shall enter into the Shareholders' Agreement, formalizing the relationship between them in connection with their joint control of the Company after the closing of the Transaction. In the framework of the Shareholders' Agreement, the following matters were formalized:
Companies Law), with one to be recommended by the FIMI Fund and the other to be recommended by Mr. Haim Shani, in both cases so long as the relevant shareholder holds at least 5% of the Company's issued and paid-up share capital. If one of the incumbent external directors does not resign from the Company's Board on the Transaction closing date, then Mr. Shani shall cause the resignation of one of the directors recommended by him from the Board, so that at the Transaction closing date, four (4) of the Company's incumbent directors shall be directors recommended by the FIMI Fund.
The Shareholders' Agreement lays down various restrictions on the transfer of Company shares held by the shareholders after the closing of the Transaction, which shall lapse eight (8) years after the Transaction closing date. Such restrictions include:
10 In this regard, "permitted transferee" denotes: (1) a transferee by virtue of inheritance; (2) family members of the first degree of the shareholders; (3) a related investment fund managed by the same general partner or by the same management company; (4) investors in the shareholders, to the extent this concerns the transfer of a substantive portion of the shareholder's assets to said investors; (5) any entity controlled by, having control of, or under joint control along with the shareholder or its permitted transferee; or (6) a trust created in favor of the shareholder or its permitted transferee.
So long as each of the shareholders holds at least 50% of its holdings immediately after the closing date, the following matters shall not be referred for the approval of the Company's Audit Committee, the Company Board or the General Meeting of the Company's shareholders, without the consent of the two parties: (a) any payment or transfer of any asset to a shareholder or to related parties of that same shareholder (as this term is defined below) exceeding the amounts paid or approved for payment at the closing date, excluding any distribution to the Company's shareholders on a pro rata basis, as the term "distribution" is defined in the Companies Law; (b) a change in the proportion of the number of directors that each of the parties can recommend to appoint to the Company (as set forth in section 3.8.1 above); (c) a material change in the Company's sphere of activity. A "related party" denotes any person or body that (1) controls a shareholder; (2) is not a relative of the shareholder (as this term is defined in the Companies Law; or (3) Active Chairman of the Board of Directors whose appointment shall be recommended by the FIMI Fund.
In light of the understandings reached by Mr. Haim Shani, the Company's controlling shareholder, and the FIMI Fund, which form an integral part of the terms and conditions of the Transaction, and pursuant to the intent to adjust Mr. Shani's employment agreement to these understandings, the Company and the controlling shareholder have agreed, subject to the closing of the Transaction, to the cancellation of the provisions of the employment agreement whereby Mr. Shani's functions include also the role of Chairman of the Board of Directors of the Company. Likewise, it has been agreed that the annual bonus amount to which Mr. Shani is entitled out of the Company's pre-tax profits as prescribed in the employment agreement, shall be limited to a total of NIS 1.14 million per annum, linked to the consumer price index known at the Transaction closing date.
All the remaining terms and conditions of the employment agreement of Mr. Shani shall continue to apply without any change.
Likewise, it has been clarified that termination of Mr. Shani's term of office as Chairman of the Board upon the closing of the Transaction shall not entitle him to severance pay, and Mr. Shani shall not be entitled to any remuneration from the Company in respect of the change in this function of his.
To remove any doubt, it is hereby clarified that in the event the Transaction is not consummated for whatever reason, the aforesaid amendment shall not go into effect, and Mr. Haim Shani shall continue to be entitled to a bonus under the conditions set forth in his employment agreement existing at the date of this report.
As part of the understandings reached by the Company and the FIMI Fund in the framework of the Transaction, which form an integral part of the Transaction, it has been proposed to amend the Company's Articles of Association, subject to the closing of the Transaction, inter alia in the following manner: the hierarchical structure of the Board of Directors should be cancelled and all Company directors who are not external directors should be chosen each year by an annual general meeting of the Company's shareholders (unless no directors have been chosen during a specific meeting, in which case they would continue to serve in office as set forth in
the Articles of Association); the Company Board should be exclusively authorized to decide on a distribution, within the meaning of this term in the Companies Law, 5759-1999; the requirements for a special majority and special resolutions at general meetings of the Company's shareholders should be cancelled. For the proposed wording of the amended Articles of Association (hereinafter: the "Amended Articles of Association") see Appendix 2.1.3 to this immediate report.
As mentioned above, in the framework of the Transaction, it was proposed to make changes to the Board's composition, which includes appointing a salaried active Board Chairman. Therefore, it is proposed to amend, subject to the closing of the Transaction, the Company's Compensation Policy and to establish therein criteria for remunerating this officer (hereinafter: the "Amended Compensation Policy"), as follows: If the Board Chairman does not serve also as an officer of the Company (besides being a director), then the Chairman of the Board shall be entitled to an annual compensation of up to 55% of the overall annual employment cost for the Company's CEO, plus VAT insofar as applicable, according to its rate from time to time, with the addition of reimbursement of expenses. A chairman receiving said compensation shall not be paid directors' compensation.
For the proposed wording of the Amendment to the Compensation Policy see Appendix 2.1.4 to this immediate report.
It is proposed to appoint, subject to the closing of the Transaction, Ms. Rivka Granot as an external director of the Company for a period of three years as of the Transaction closing date. The declaration by Ms. Granot, whereby they fulfill the stipulated conditions for serving the Company as external Director, in conformity with provisions of sections 224b and 241(a) of the Companies Law, is enclosed with this report as Appendix 2.1.5(a) to the immediate report. Details of Ms. Granot in conformity with Regulations 26 and 36b(a)(10) of the Periodic and Immediate Reports Regulations are enclosed with this report as Appendix 2.1.5(b) to the immediate report. It is proposed that for her service as an external director of the Company, Ms. Granot will be entitled to payment of an attendance fee and annual compensation, in accordance with the Company's Compensation Policy and the External Directors' Remuneration Regulations, in the fixed amount as defined in those regulations (and reimbursement of expenses as stated in those regulations), effective as of the date of her appointment as an external director of the Company. In addition, it is proposed to grant Ms. Granot a letter of exemption and indemnification, in the customary wording, and to include Ms. Granot in the Company's directors and officers insurance policy, in accordance with the Company's Compensation Policy, as of the date of his appointment as an external director.
It isproposed to appoint, subject to the closing of the Transaction, Messrs. Amit Ben-Zvi, Yariv Avisar and Gillon Beck as directors of the Company, as of the Transaction closing date until the end of the next Annual General Meeting of the Company's shareholders or a later date as prescribed in the Amended Articles of Association. The declarations provided by Messrs. Ben-Zvi, Avisar and Beck whereby they fulfill the stipulated conditions for serving the Company as directors, in conformity with provisions of section 224b of the Companies Law, are enclosed with this report as Appendix 2.1.6(a)(1-3) to the immediate report. Information about Messrs. Ben-Zvi, Avisar and Beck in conformity with Regulations 26 and 36b(a)(10) of the Periodic and Immediate Reports Regulations are enclosed with this report as Appendix 2.1.6(b)(1-3) to the immediate report. It is proposed that for their service as directors of the Company, each of Messrs. Avisar and Beck will be entitled to payment of an attendance fee and annual compensation, in accordance with the Company's Compensation Policy and the External Directors' Remuneration Regulations, in the fixed amount as defined in those regulations (and reimbursement of expenses as stated in those regulations), effective as of the date of their appointment as directors of the Company (subject to the closing of the Transaction, Mr. Ben-Zvi will serve as an active Chairman of the Board of Directors; the proposed terms of remuneration of Mr. Ben-Zvi are set out in section 3.14 below) . In addition, it is proposed to grant each of Messrs. Ben-Zvi, Avisar and Beck a letter of exemption and indemnification, in the customary wording, and to include each of Messrs. Ben-Zvi, Avisar and Beck in the Company's directors and officers insurance policy for three years, in accordance with the Company's Compensation Policy, as of the date of their appointment as directors.
As noted above, as part of the Transaction it is proposed to appoint a salaried, active Chairman of the Board of Directors. Accordingly, it is proposed to approve, subject to the closing of the Transaction and to his appointment as an Active Chairman, the payment of remuneration to Mr. Ben-Zvi as an active Chairman of the Board of Directors of the Company, such that as of the Transaction closing date Mr. Ben-Zvi will be entitled, for his service as an active Chairman of the Board of Directors of the Company, to total annual compensation equivalent to 55% of the employer's cost for the Company CEO, plus VAT and expenses. Said compensation will be paid to Mr. Ben-Zvi on a quarterly basis, for services provided to the Company in the previous calendar quarter.
The proposed compensation for Mr. Ben-Zvi is consistent with the provisions of the Amended Compensation Policy.
For a table summarizing the remuneration to which Mr. Ben-Zvi would have been entitled had he served as an active Chairman of the Board of Directors of the Company in 2015, based on data of the employer's cost for the Company CEO, in accordance with the Sixth Schedule to the Periodic and Immediate Reports Regulations, see Appendix 3.14 to this report.
4.1 The Company is bound by personal employment agreements with Mr. Haim Shani (controlling shareholder, CEO and Chairman of the Board of Directors prior to the closing of the Transaction with the FIMI Fund and the amendment of his employment agreement as detailed in section 3.9 above) and with Ms. Bareket Shani (Mr. Shani's wife, who also serves as a director, as Deputy CEO and as VP Human Resources of the Company) (hereinafter: the "Employment Agreements"), which were extended until September 4, 2017. In accordance with the Employment Agreements, Mr. Shani serves as Company CEO, in charge of the management of the Company's entire business operation, and Ms. Shani serves as Deputy CEO, in charge of the management of the Company's human resources, both in a full-time capacity.
4.2 Under the Employment Agreements, Mr. Shani's salary is NIS 60,000 and Ms. Shani's salary is NIS 30,000. In addition, the salary is linked to the consumer price index, such that each year, starting from January 2012 and onwards, an amount equivalent to the percentage of change in the last year's index is added to their salary.
For a table summarizing the remuneration data of Mr. Shani and Ms. Shani in accordance with the Sixth Schedule to the Periodic and Immediate Reports Regulations, see Appendix 3.14 to this report.
4.6 On March 29, 2016 the Compensation Committee and the Board of Directors of the Company resolved to approve the above Employment Agreements for a further three years, effective as of the date of the Meeting, and subject to the approval of the General Meeting of the Company's shareholders, in accordance with section 275 (a1) of the Companies Law, such that they will continue to apply at the same terms but subject to the amendment of Mr. Shani's agreement as set out in section 2.1.2 above.
6.1 The controlling shareholder of the Company having a personal interest in the transactions is Mr. Haim Shani. Mr. Shani holds 6,139,551 ordinary shares of the Company of NIS 0.02 par value each (hereinafter: "shares") representing 61.38% of the issued and paid-up share capital of the Company (61.38% fully diluted) and serves as a director of the Company, as Chairman of the Board of Directors and CEO of the Company and as a director of the Company's subsidiaries.
7.1 Approval of the investment transaction per item 2.1 on the agenda: The terms of the Investment Agreement, including the percentage of shares in the Company's issued and paidup share capital which are to be allocated to the FIMI Fund following the closing of the Transaction, the price per share (NIS 16) and the company value used as a basis for the Transaction, were set in negotiations between the Company and the FIMI Fund. The terms of
the agreement were set taking into account, inter alia: (a) the limited marketability of the Company's shares both on the Tel Aviv Stock Exchange and on the Euronext Exchange; (b) the price of the Company's share on the Tel Aviv Stock Exchange immediately prior to the approval of the Transaction by the Audit Committee and the Board of Directors (NIS 12.3); and (c) the premiums in investment transactions with similar characteristics to those of the Transaction which is being submitted for approval pursuant to this immediate report, made in recent years by public companies in Israel. For a summary of the reasons of the Audit Committee and the Board of Directors for approving the Transaction, including the consideration in respect thereof, see section 10 below.
8.1 Under section 275 of the Companies Law, a private placement in which the controlling shareholder has a personal interest requires the approval of the Audit Committee and the Board of Directors, and under section 274, a private placement to someone who will become an interested party requires the approval of the Board of Directors. Such a private placement was approved by the Audit Committee and the Board of Directors of the Company on March 17, 2016. Furthermore, transactions with the controlling shareholder or his relatives relating to the terms of their service and employment require the approval of the Compensation Committee and the Board of Directors. These transactions (items 2.3 and 2.4 on the agenda of the Meeting) were approved by the Compensation Committee and the Board of Directors of the Company on March 29, 2016.
In the two years prior to the date of approval of the investment transaction by the Board of Directors, the Company did not make any transactions of the same type as or similar to the investment transaction and no transactions of this sort were concluded.
On May 27, 2014 and on June 30, 2014, respectively, and thereafter in additional meetings on July 20, 2014, the Compensation Committee and the Board of Directors of the Company, and subsequently on September 4, 2014 the General Meeting of the Company's shareholders, resolved to approve the employment agreements of the Company's controlling shareholder and his wife, in accordance with section 275(a1) of the Companies Law.
On May 27, 2014 and on June 30, 2014, respectively, and thereafter in additional meetings on July 20, 2014, the Compensation Committee and the Board of Directors of the Company, and subsequently on September 4, 2014 the General Meeting of the Company's shareholders, resolved to grant Messrs. Shani letters of exemption and indemnification, for three years effective as of the date of the Meeting, in accordance with section 275(a1) of the Companies Law, at the same terms as those approved for officers who are not controlling shareholders of the Company or their relatives.
The Audit Committee and the Board of Directors of the Company approved the Investment Agreement according to its terms as detailed above, including the Company's signing of the Investment Agreement and performance of its obligations thereunder, the extraordinary private allocation of the Allocated Shares to the FIMI Fund, effective as of the closing date of the Transaction, in the name of Mizrahi Tefahot Nominee Company Ltd. on behalf of the FIMI Fund, the holding of the Additional Shares in reserve in the Company's capital and approval of their allocation in the future, should the FIMI Fund be entitled to them by virtue of the activation of the adjustment mechanism and in accordance with the provisions of the Investment Agreement, and the listing of the Allocated Shares and the Additional Shares (should they be allocated in the future), and the Compensation Committee approved the aspects of employment and service conditions as described in this report above, all of the above for the reasons set out below:
Transaction which is being submitted for approval pursuant to this immediate report, made in recent years by public companies in Israel.
as directors of the Company, considering the Company's size, scope of operations and profitability as well as their education, expertise and professional experience.
The assessments of the Audit Committee, Compensation Committee and the Board of Directors of the Company as to the impact of the Transaction on the Company, its activity and its financial results constitute forward-looking information, as the term is defined in the Securities Law, 5728-1968. These assessments might not be realized, or might be realized only partially or in a different manner than expected, due to various events over which the Company does not have full control, including changes in the capital market, future resolutions of the Company's competent organs, changes in the industry in which the Company operates, full exploitation of the advantages offered by the investment, etc.
The Compensation Committee and the Board of Directors of the Company approved the Employment Agreements for the reasons set out below:
10.3 Approval of the continued application of the letters of exemption and indemnification per item 2.4 on the agenda:
The Compensation Committee and the Board of Directors of the Company approved the continued application of the letters of exemption and indemnification of Messrs. Shani, in the customary wording, in accordance with section 275(a1) of the Companies Law, for a further three years as of the date of the Meeting, at the same terms as those approved for officers who are not controlling shareholders of the Company or their relatives, for the reasons set out below:
11.1 Names of the directors who participated in the discussions of the Board of Directors and the Audit Committee regarding the approval of item 2.1 on the agenda and the approval in principle of items 2.1.2-2.1.7, 2.3 and 2.4 on the agenda on March 17, 2016: Mr. Doron Shinar (external director), Mr. Joel Sela (external director), Mr. Zvi Livne (director), Ms. Edna Ramot (director).
11.2 Names of directors who participated in the discussions of the Compensation Committee and the Board of Directors regarding the approval of items 2.1.2-2.1.7, 2.3 and 2.4 on the agenda on March 29, 2016: Mr. Doron Shinar (external director), Mr. Joel Sela (external director), Mr. Zvi Livne (director), Ms. Edna Ramot (director).
Following are additional details on the share allocation to the FIMI Fund, which constitutes an extraordinary private placement (as the term is defined in the Private Placement Regulations).
The Offerees in the extraordinary private placement (as the term is defined in the Private Placement Regulations) are: FIMI Opportunity Five (Delaware), Limited Partnership, and FIMI Israel Opportunity Five, Limited Partnership (hereinafter, together: the "Offerees"). The general partner in each of these partnerships is FIMI Five 2012 Ltd., a private company incorporated in Israel, in which the ultimate shareholder is Mr. Ishay Davidi.
Following the allocation of shares of the Company and acquisition of shares from Mr. Haim Shani in the framework of the Transaction, the Offeree will hold shares of the Company at the percentages listed in the table in section 13.7 below, making it an interested party as the term is defined in section 270(5) of the Companies Law.
The Board of Directors of the Company was informed of the fact that the FIMI Fund is an interested party.
In the framework of the Transaction, 3,750,000 ordinary shares of the Company of NIS 0.02 par value each (hereinafter: the "Allocated Shares") will be issued to the FIMI Fund at a price of NIS 16 per share (hereinafter: "price per share"), constituting immediately following their allocation 27.27% of the Company' issued and paid-up share capital and 27.27% of its voting rights (including on a fully diluted basis). The Allocated Shares will be allocated on behalf of the Offeree in the name of Mizrahi Tefahot Nominee Company Ltd., will be listed on the stock exchange from the date of their allocation and will have equal rights in all respects to the ordinary shares of NIS 0.02 par value in the Company's capital, but they will be subject to the restrictions set out in section 13.10 below including the lock-up restrictions by virtue of the Securities Law and the regulations thereto.
In addition, the Investment Agreement provides for an adjustment mechanism, whereby upon the fulfillment of certain conditions the price per share might be reduced up to NIS 14 per share through the allocation of additional shares to the FIMI Fund by the Company at no additional consideration. If said adjustment mechanism is activated, the Company will allocate to the FIMI Fund up to 535,714 additional ordinary shares that will derive from the right to receive shares as described in Section 3.6.1 of the Immediate Report below (hereinafter: the "Additional Shares").11")12 and will transfer to FIMI Fund the total dividend per share which was distributed from the closing date to such date, multiplied by the number of additional shares allotted. For further details on the price-per-share adjustment mechanism and the number of additional shares that might be allocated to the FIMI Fund in the framework of the Transaction, see section 3.6.1 above. The Company will issue an immediate report regarding any future allocation, if at all, of additional shares to the FIMI Fund, in accordance with the Private Placement Regulations, and it will comply with the regulations and directives of the Tel Aviv Stock Exchange Ltd. (hereinafter: the "TASE"), as in effect at the time, for receiving the TASE's approval for the listing of the Additional Shares.The additional shares arising from the exercise right to receive shares will be allotted for the offeree named Mizrahi Tefahot nominees company Ltd. and will be listed for trading in the Stock Exchange on the date of their issuance.
The offered shares are offered at a price of NIS 16 per share. For details on the consideration for the offered shares and the way in which it was determined, see sections 3, 4 and 7 above.
11 See Footnote 1 above.
12 See Footnote 1 above.
For details on the personal interest of significant shareholders and officers of the Company in the Transaction and the consideration, see sections 6 and 13.2 above.
The average price of the share in the six months prior to the date of publication of the report, taking into account any distribution, split or rights issue, is NIS 15.78. The price of the Company's share on the Tel Aviv Stock Exchange immediately prior to the Board of Directors' approval of the Transaction, including the extraordinary private placement (March 17, 2016), and immediately prior to the date of publication of the immediate report on the signing of the Investment Agreement (March 20, 2016), was NIS 12.32. The price of the Company's share on the Tel Aviv Stock Exchange immediately prior to the date of publication of this report (end of the trading day of March 30, 2016) is NIS 16.69. The ratio between the price of the Company's share in the framework of the Transaction and its price on the Tel Aviv Stock Exchange immediately prior to the publication of the immediate report on the signing of the Investment Agreement (March 20, 2016) is 129.87%.
During several days prior to the Board of Directors' approval of the Transaction, including the extraordinary private placement (March 17, 2016), and prior to the date of publication of the immediate report on the signing of the Investment Agreement (March 20, 2016), no transactions were made in shares of the Company on the Euronext Exchange in Belgium. The last price set for the Company's share before then on the Euronext Exchange was EUR 2.05.
Holdings of the Offeree, interested parties in the Company and all other shareholders in the Company's issued share capital and voting rights:
Below are details on the amount and percentage of holdings of the Offeree and interested parties in the Company and the total holdings of all other shareholders in the Company's issued and paid-up capital and voting rights following the closing of the Transaction:
| Amount and percentage of holdings in capital and voting rights before the allocation discussed in this report |
Amount and percentage of holdings in capital and voting rights after the allocation discussed in this report and after the sale of the controlling shareholder's shares to the FIMI Fund (with no price adjustment) |
|||
|---|---|---|---|---|
| Holder's | Number of shares | Percentage holding | Number of share of | Percentage holding |
| name | of NIS 0.20 par |
in capital and | NIS 0.02 par value |
in capital and |
| value | voting rights | voting rights | ||
| Haim Shani | 6,139,551 | 61.38% | 3,014,551 | 21.92% |
| Unitronics (1989) (R"G) Ltd. |
1,676,192 | 0% | 1,676,192 | 0% |
| Peer Hammer Sorensen |
685,121 | 6.85% | 685,121 | 4.98% |
| FIMI Fund* | 0 | 0% | 6,875,000 | 49.99% |
| Other shareholders |
3,177,640 | 31.77% | 3,177,640 | 23.11% |
| Total | 11,678,504 | 100% | 15,428,504 | 100% |
* Since the activation of the aforementioned adjustment mechanism is conditional on the sale price of all the shares allocated and transferred to the FIMI Fund, as set forth in sections 3.6.1 and 3.7.2 of this immediate report, that is, when the FIMI Fund sold its shares that were acquired by it in the framework of the Transaction, the outcome of the activation of the adjustment mechanism will not be an increase in the holdings of the FIMI Fund beyond its holdings on the Transaction closing date, and therefore the Company does not present in this report the adjustment shares in the calculation of the FIMI Fund's holdings in the Company on a fully diluted basis.
The Company will use the proceeds of the transaction for its daily requirements, increasing the equity of the Company and financing its daily operations.
For details of the necessary approvals and terms stipulated for making the private placement, see section 8 above.
To the best knowledge of the Company, after an examination conducted together with the FIMI Fund in this regard, at the time of the report there are no agreements between the offeree and the holders of shares in the Company or with third parties, whether written or oral, regarding the acquisition or sale of securities of the Company or regarding the voting rights thereto, excluding the investment agreement, the agreement with the controlling shareholder and the shareholder's agreement, as specified in section 3 above.
Listed below are details of the restrictions in performing transactions with the allocated shares applicable to the offeree under the stock exchange articles of association, under any law or under an undertaking assumed by the offeree, to the best knowledge of the Company:
For the reasons of the Board of Directors to approve the private placement as part of the transaction, the value set for the offered securities and the value of the proceeds therefrom, see section 10.1 above.
For the names of the Directors which participated in the Board of Directors discussion of on the approval of the private placement, see section 12 above.
The date of allocation of the allocated shares is the transaction closing date (subject to receipt of the approval of the stock exchange for the listing of the allocated shares).
will oppose the approval of the amendment to the Compensation Policy, as specified in section 2.1.4 above, the Board of Directors of the Company shall be entitled to approve an amendment to the Compensation Policy, provided that the Compensation Committee, followed thereafter by the Board of Directors, decide, based on detailed reasoning and following re-discussion of the Compensation Policy, that approval of the Compensation Policy, despite the opposition of the General Meeting, is in the interests of the Company.
Furthermore, a non – registered shareholder is entitled to order that his certificate of ownership be transferred to the Company through the electronic voting system.
A shareholder is entitled to vote at the General Meeting by means of a voting instrument on items 2.1, 2.3 and 2.4 on the agenda, as follows:
The deadline for delivery of position statements to the Company is up to 10 days following the Effective Date.
The deadline for delivery of position statements to the Company is: April 29, 2016.
The deadline for delivery of the response of the Board of Directors to the position statements is: May 4, 2016.
The deadline for delivery of the voting instruments to the Company is: Monday, May 9, 2016, at 08:00.
17.6 The text of the voting instrument and the position statements, as defined in Article 88 of the Companies Law, can be found on the Israel Securities Authority website (http://www.magna.isa.gov.il/) (the "Distribution Site"), the Tel Aviv Stock Exchange Ltd. website (http://maya.tase.co.il/), the distribution site of the Euronext Stock Exchange in Belgium (http://www.euronext.com) or on the Company website (http://www.unitronics.com).
As per the foregoing, a non - registered shareholder is entitled to vote on the resolutions on the agenda of the Meeting specified in section 1 above, using a voting instrument that will be transferred through the electronic voting system, as defined in the voting regulations (hereinafter: the "Electronic Voting Instrument").
The Electronic Voting Instrument is opened for voting at the end of the Effective Date. Voting through the electronic voting system will end 6 hours prior to the time of the Meeting (namely, on Monday, May 9, 2016, at 06:00), at which time the electronic voting system will be closed.
The electronic vote will be able to be amended or canceled up to the time the electronic voting system is locked and it will not be possible to amend it after this time. If a shareholder voted in more than one manner, his latest vote will be counted. In this regard, the shareholder's vote, in person or by proxy shall be deemed later than a vote by an electronic voting instrument.
Pursuant to the shareholders regulations, within 21 days from the date of submission of the Immediate Report, the Israel Securities Authority (the "Authority"), or employee so designated pursuant to article 10 of the controlling shareholder's regulations controlling shareholders, is entitled to order the Company to provide, within the period determined thereby, an explanation, details, information and documents regarding transactions that are the subject of this Immediate Report and to order the Company to amend this Immediate Report in
the manner and within the time specified thereby. If instructions are given for such amendment, the Authority is entitled to order the postponement of the date of the General Meeting to a date not earlier than three business days and not later than thirty-five business days from the date of publication of the amended to this Immediate Report.
Mr. Gabriel Badusa, who serves as Chief Financial Officer of the Company, is the representative of the Company for handling this Immediate Report. Address: Unitronics Building, Airport City, Lod. Telephone: 03-9778888; Fax: 03-9778877.
This Immediate Report and the documents referred to therein as well as the full text of the resolutions on the agenda can be reviewed at the offices of the Company in the Unitronics Building, Airport City, Lod, Sunday through Thursday, during regular office hours after prior coordination with Mr. Gabriel Badusa (Tel: 03-9778888 Fax: 03-9778877).
__________________________ _______________________________
Officer and Chairman of the Board of Directors
Haim Shani, Chief Executive Gabriel Badusa, Chief Financial Officer
Appendix 2.1.3 - Amendment of Company's Article
of
(Hebrew Name)
...............................יוניטרוניקס(1989)(ר"ג)בע"מ................................
AS AMENDED ON DECEMBER 27, 2000, AUGUST 9, 2001, OCTOBER 2, 2002, APRIL 13, 2004, MAY 9, 2006, SEPTEMBER 22, 2011 AND , JULY 16, 2015 AND MAY 9, 2016
2
of
| Words The Company |
Meanings The above-named company |
|||
|---|---|---|---|---|
| Companies Law | The Israeli Companies Law, 1999 as amended from time to time including any law or statute replacing it |
|||
| Companies Ordinance | The Israeli Companies Ordinance (New Version) 1983(the "Companies Ordinance") as amended from time to time including any law or statute replacing it |
|||
| The Statutes | The Companies Law, The Companies Ordinance, The Israeli Securities Law 1968, and every other Israeli Ordinance or Law for the time being in force concerning companies and affecting the Company |
|||
| These Articles | These Articles of Association as shall be altered from time to time by SpecialOrdinary Resolution |
|||
| The Office | The registered office for the time being of the Company | |||
| The Seal | The rubber stamp of the Company | |||
| Month | Gregorian month | |||
| Record Date | The record date as determined pursuant to the provisions of Article 55(a) of these Articles |
|||
| Writing | Printing, lithography, photography, and any other mode or modes of representing or reproducing words in a visible form |
|||
| Shares | Shares of the Company as defined in Article 4 of these |
| Office Holder | As such term is defined under the Companies Law |
|---|---|
| Ordinary Resolution | As defined in Article 51(a) hereinbelow |
| Special Resolution | As defined in Article 51(b) hereinbelow |
Words importing the singular only shall include the plural, and vice versa.
Words importing the masculine gender shall include the feminine gender; and words importing person shall include corporations.
The captions in the Articles are for convenience only and shall not be deemed a part hereof or affect the construction of any provision hereof.
Subject as aforesaid, any words or expressions defined in the Statutes shall, except where the subject or context forbids, bear the same meanings in the Articles.
3
Every certificate shall be signed by one Director and countersigned by another Director or the Secretary or some other person nominated by the Directors for the purpose.
(d) If before or on the day appointed for payment thereof, a call or instalment payable in respect of a Share is not paid, the holder or allottee of the Share shall pay interest on the amount of the call or instalment at such rate not exceeding the debitory rate prevailing at the largest Israeli commercial bank on the day appointed for the payment referred to, as the Directors shall fix, from the day appointed for payment thereof to the time of actual payment, but the Directors may waive payment of such interest wholly or in part.
The provision of this Article shall in no way deprive the Company of, or derogate from, any other right and remedies it may have against such Shareholder pursuant to the Articles and any pertinent law.
All instruments of transfer shall remain in the custody of the Company but any such instrument which the Directors refused to register shall be returned to the person from whom it was received, if such request be made by him. A transfer of title of Shares of the Company shall be recorded in the Register of Shareholders.
Upon the death of a co-owner of a Share and before the registration of any transfer in accordance with Article 21 below, the Company shall recognise the other co-owner(s) alive as the only owner(s) of the Shares.
will be liable to be forfeited. Prior to the expiration of such period, the Board of Directors may extend the period specified in such notice or nullify such notice, but no such nullification shall estop the Board of Directors from adopting a further resolution of forfeiture in respect of the non-payment of said amount.
The Company, by resolution of the Board of Directors, may accept the voluntary surrender by any Shareholder of all of any part of his Shares
calls made prior to such sale or disposition, and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the Share be affected by any act, omission or irregularity relating to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the Share.
restrict or forbid the transfer of fractions of such minimum, but the minimum shall not exceed the nominal value of each of the Shares from which such stock arose.
The Company may from time to time by SpecialOrdinary Resolution, whether all the Shares for the time being authorised shall have been issued or all the Shares for the time being issued shall have been fully called up or not, increase its registered Share capital by an amount it thinks expedient by the creation of new Shares or otherwise create new classes of Shares; such new capital to be of such amount and to be divided into Shares of such respective amounts and classes (subject to any special rights for the time being attached to any existing class of Shares) and to carry such preferential, deferred or other special rights (if any) or to be subject to such conditions or restrictions (if any) in regard to dividend, return of capital, voting, liquidation or otherwise as the General Meeting deciding upon such increase directs.
Except so far as otherwise provided by or pursuant to these Articles or by the conditions of issue, any new Share capital shall be considered as part of the original ordinary Share capital of the Company, and shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the original Share capital.
The Annual General Meeting shall receive and consider the Directors' Report, the Profit and Loss Account and Balance Sheet, shall elect Directors, appoint Auditors and transact any other business which under these Articles or by the Statutes are to be transacted at a General Meeting of the Company.
The Directors may, whenever they think fit, and they shall upon such requisition in writing as is provided by Sections 63(b) and 64 of the Companies Law, convene an Extraordinary Meeting. Any such requisition must state the objects for which the meeting is to be called, be signed by the requisitionists, and must be deposited at the office. Such requisition may consist of several documents in like form, each signed by one or more requisitionists. If the Directors do not, within thirty-five days from the date of publication of notice of the Meeting, proceed to convene a Meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene the Meeting, but any Meeting so convened shall not be held after three months from the date of such deposit.
(a) At least 21 days' notice, specifying the place, the day and the hour of the meeting and the items on the agenda shall be given in the manner hereinafter mentioned, to such Shareholders as are, under the provisions of these Articles, and particularly under the provisions of Article 55(a), entitled to receive notices from the Company.
Notices shall be given in such manner as shall be prescribed by the Statutes and by any legally applicable Belgian requirement. Provided that the accidental omission to give such notice to or the non-receipt of such notice by any such Shareholder shall not invalidate any resolution passed or proceeding had at any such meeting, and, with the consent of all the Shareholders for the time being entitled to receive notices of meetings, a meeting may be convened upon a shorter notice or without notice and generally in such manner as such Shareholders may approve. Such consent may be given at the meeting or retrospectively after the meeting.
The only business to be considered at an adjourned General Meeting shall be those matters which might have been lawfully considered and/ or transacted at the General Meeting originally called if a requisite quorum had been present and adopt only such types of resolutions which may have been adopted at the General Meeting originally called.
The Chairman (if any), chosen as such among the Directors, shall preside at every General Meeting, but if there shall be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to act as Chairman, the Shareholders present shall choose a Director, or, if no Director be present, or if all the Directors present decline to take the Chair, they shall choose a Shareholder present to be Chairman of the meeting.
The Chairman may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned pursuant to the provisions of this Article for seven days or more, notice of the adjourned meeting shall be given to the Shareholders entitled to receive notices from the Company under the provisions of these Articles, and particularly under the provisions of Article 55(a), in the same manner as in the case or an original meeting.
Save as aforesaid, no Shareholder shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
If no record date is fixed by the Board of Directors, the record date for determining Shareholders entitled to notice of and to attend and vote at the Meeting shall be the maximum period before the date of the Meeting allowed under the Statutes. A determination of Shareholders of record entitled to notice of and/ or to attend and/or vote at a meeting of Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
Law, the Directors of the Classes above referenced, or part thereof, including the resolution as to the election of a Director to a certain Class, shall initially bebe appointed by the Annual General Meeting of the Company's shareholders. Unless otherwise determined by the Annual General Meeting of the Company's shareholders convened in the year 2001 or pursuant to Article 66(a) hereof, and thereafter, as provided by these Articles.
(c)
the meeting with respect to which notice was given, indicating his intention of nominating the candidate to the office of a Director and accompanied with the written consent thereto of the nominee, was delivered to the Office.
their number. Any Director so appointed shall hold office until the first General Meeting convened after such appointment and may be re-elected.
74A Unless otherwise required by the Statutes, not more than two External Directors shall serve on the Company's board of directors. The nomination, authorities and powers, period and termination of service and any other matter relating to External Directors shall be governed by the provisions of the Companies Law and, in the event of any conflict between the Companies Law and these Articles, in any matter related to the External Directors, the provisions of the Companies Law shall prevail.
exercised or done by the Company in General Meeting (as specified in section 57 of the Companies Law). The authority conferred on the Board of Directors by this Article 80 shall be subject to the provisions of the Companies Law, of these Articles and any regulation or resolution consistent with these Articles adopted from time to time by the Company in General Meeting, provided, however, that no such regulation or resolution shall invalidate any prior act done by or pursuant to a decision of the Board of Directors which would have been valid if such regulation or resolution had not been adopted.
The powers conferred upon the Board of Directors shall be vested in the Board as a collective body, and not in each one or more of the directors individually, and all such powers may be exercised by the Board of Directors by passing resolutions in accordance with the provisions of these Articles.
The Directors may meet together for the dispatch of the business of the Company and they may postpone their meetings and otherwise regulate them as they shall deem fit. A Director may call a meeting of the Board of Directors at any time and the Secretary, if so requested by a Director, shall accordingly convene such a meeting. The quorum for the dispatch of business by the Board of Directors in respect of any issue shall be the majority of the Directors then holding office who are entitled to participate and vote in respect of approval of the business despatcheddispatched.
(b) If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place.
If the requisite quorum is not present within half an hour from the time appointed at an adjourned Board of Directors meeting then any two Directors shall constitute a quorum. The only business to be considered at an adjourned Board of Directors meeting shall be those matters which might have been lawfully considered and/or transacted at the meeting originally called if a requisite quorum had been present.
A resolution in writing signed or otherwise approved by all the Directors then in office shall be as valid and as effectual as a resolution adopted by the Board of Directors at a meeting of the Board of Directors duly convened and held for the purpose of passing such resolution.
serving Director) appointed by him who shall act as his alternate for one meeting or for another specified period or until notice be given of the cancellation of the appointment. The appointment of an alternate shall be made in writing. A Director may appoint two alternates. However, if the two alternates of the same Director shall be present at the Board of Directors' meeting, only one of them shall have the right to vote thereat.
The meetings and proceedings of any such committee shall be governed by the provisions of these Articles regulating the meetings of the Board of Directors in so far as appropriate thereto unless the Board of Directors shall otherwise regulate the meetings of such a committee (hereinafter "Committee of the Board of Directors").
Any Minutes as aforesaid, if purporting to be signed by the Chairman of the meeting or by the Chairman of the next succeeding meeting, shall constitute prima facie evidence of the matters recorded therein.
(ii) may cause such distribution or payment to be accepted by such Shareholders in full satisfaction of their interest in the said capitalised sum. When distributing Shares for capitalised profits all Shareholders shall receive Shares of one class - whether such class existed prior thereto or was created therefor; - or, every Shareholder shall receive Shares of the same class which conferred upon him the right to receive Shares from the capitalisation of profits, or of any other class or a combination of several classes of Shares - in accordance with the approval of the General Meeting.
Any written notice or other document shall be deemed to have been served twelve (12) hours after it has been sent by facsimile, forty eight (48) hours after it has been posted (seven (7) days if sent to a place, or posted at a place outside Israel), or when actually received by the addressee if sooner than twelve (12), forty eight (48) hours or seven days, as the case may be, after it has been posted, or when actually tendered in person, to such Shareholder (or to the Secretary or the President), provided, however, that such notice or other document as mentioned above may be sent by cablegram and confirmed by registered mail as aforesaid, and such notice shall be deemed to have been given twenty-four (24) hours after such cablegram or telex has been sent or when actually received by such Shareholder (or by the Company), whichever is earlier. If a notice is, in fact, received by the addressee, it shall be deemed to have duly served when received, notwithstanding that it was defectively
addressed of failed, in some respect, to comply with the provisions of this Article.
is in the course of being wound up, such statutory rights (if any) under the provisions of the Statutes as are incapable of being varied or excluded by these presents.
enter into a contract for the insurance of the liability, in whole or in part, of any of its Office Holders with respect to any of the following:
(1) The Company may indemnify an Office Holder of the Company, and or any Office Holder on its behalf in a subsidiary of the Company and or in any affiliate of the Company (as defined in the Securities Law 5728- 1968) (the "Other Company") post facto on account of liability or expense as detailed in subsection (4) below, imposed on him due to an act performed by him as an Office Holder of the Company.
(2) The Company may indemnify an Office Holder of the Company and or in Other Company in advance in respect to types of events which, according to the Company's Board of Directors' opinion, are to be expected when the obligation to indemnify was granted, and which are limited to a sum or a criterion that the Board of Directors decided as reasonable in the circumstances of the matter, on account of liability or expense due to such types of events as detailed in subsection (4) below, which was imposed on the Office Holder due to an act performed by him as an Office Holder of the Company.
In this Section, termination of proceedings without criminal charges in a matter in which criminal investigation commenced – means case closure according to Section 62 of the Criminal Procedure Law (combine version) 5742-1982 (in this Section the Criminal Procedure Law), or proceedings' delay by the attorney general according to Section 231 of the Criminal Procedure Law.
"a financial liability as an alternative to criminal proceedings" shall mean a financial liability imposed according to the law as an alternative to criminal proceedings, including administrative financial penalty according to the Administrative Crimes Law 5748-1985, a financial penalty for an offence which was declared as a financial penalty offence according to the Criminal Procedure Law, financial sanction or ransom.
(c) reasonable litigation costs, including lawyer's fees, expended by an Office Holder or which were imposed against him by the court in a proceeding commenced by the Company or in its name or by any other person or in a criminal charge in which he
was acquitted, or in a criminal charge in which he was convicted for an offence which does not require the substantiation of mens rea in respect of an act performed by him by virtue of his being an Officer of the Company or an Other Company;
For the purpose hereof, "Administrative Procedure" shall mean procedures pursuant to chapters H3 (Imposing of financial sanctions by the Israeli Securities Authority), H4 (Imposing administrative enforcement means by the administrative enforcement committee) and I1 (Settlement for the refrainment from measures or ceasing from measures, which are subject to terms) of the Securities Law, as amended from time to time.
(f) liability or other expenditure allowed to be indemnified under law.
(5) The sum of indemnity as mentioned in subsections (1) and (2) above, for any act or event will not exceed 25% (twenty five percent) of the Company's capital as registered in its' financial statements, as of the indemnification day, regarding all Office Holders in the Company.
110.
Appendix 2.1.4 - Amendment of the compensation policy
| 1. | Purposes of Compensation Policy Document2 |
|---|---|
| 2. | Definitions 2 |
| 3. | Compensation Policy – general 3 |
| 4. | Compensation Policy formulation and approval process 4 |
| 5. | Purposes of Compensation Policy 5 |
| 6. | Oversight and Control of Officers' Compensation 5 |
| 7. | Board of Directors' guiding principles for implementing the compensation policy 6 |
| 8. | Effect of the Company's size and the nature of its activity on officers' compensation 87 |
| 9. | Ratio between officers' compensation and compensation of the Company's other employees8 |
| 10. | Officer compensation components – general9 |
| 11. | Fixed compensation – salary of an employee officer (excluding the Company CEO and/or a controlling-shareholder officer or his relative and/or a Director11 |
| 12. | Fixed compensation – salary of a non-employee officer12 |
| 13. | Officers' fringe benefits (excluding the Company CEO and/or a controlling shareholder officer or his relative and/or a director) 1413 |
| 14. | Fixed compensation – salary of the Company CEO and/or a controlling shareholder officer or his relative 1716 |
| 15. | Fringe benefits of the Company CEO and/or a controlling-shareholder officer or his relative 1817 |
| 16. | Variable compensation – special bonus to officers, excluding the Company CEO 20 |
| 17. | Variable compensation – bonus plan for officer excluding the Company CEO2120 |
| 18. | Variable compensation – bonus plan for the Company CEO2221 |
| 19. | Variable compensation – officers' bonus plan, including the Company CEO – market (benchmark) comparison 22 |
| 20. | Variable compensation – reduction 2322 |
| 21. | Bonus entitlement for a partial employment period 23 |
| 22. | Bonus correction 23 |
| 23. | Equity-based compensation 2423 |
| 24. | Compensation of Directors and Outside Directors25 |
| 25. | Insurance, indemnification and exemption2625 |
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 or of a controlling-shareholder officer or his relative and the Company's other officers, etc.
The terms contained in this Compensation Policy Document 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 Compensation Committee 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" – The fixed component in an officer's terms of service and employment, comprising the basic salary (gross) set in the employment agreement 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 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 to 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" - average value of the officers 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 - Israel).
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.
provisions of the Companies Law, subject to the exceptions specified in the Companies Law.
The following are the entities that participate in the formulation 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:
6.1 The Board of Directors is in charge of the management and implementation of the Compensation Policy as well as all the activities required for this purpose, including the authority to interpret the provisions of the Compensation Policy, as necessary, also but not only in case of a doubt regarding the manner of its implementation. Without derogating from the above, the Approving Entities will examine the degree of compliance with the criteria (benchmarks) set in the Compensation Policy, prior to the approval of terms of service and employment for a Company officer, taking into account the data presented to them by the Company's management.
The Board of Directors' 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 principles:
7.1 Conformance between the Compensation Policy and the Company's financial position and long-term goals – The Compensation Policy includes budget limitations as well as personal caps for officers, to which the Approving Entities must strictly adhere when considering and approving an officer's terms of service and employment. Any deviation from any or all of the provisions of the Compensation Policy is subject to the conditions set forth in Section 7.7 below.
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.
Entities will nevertheless examine all the considerations and criteria set out in this document and those obligated by the Companies Law.
In formulating 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 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 will be calculated in relation to 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:
| 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% | 1,256 | 104 | 1,360 | 6.21 | 5.76 |
| Amit Harari | VP and Products Division Manager |
100% | 582 | 145 | 727 | 3.32 | 3.08 |
| 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% | 663 | 663 | 3.03 | 2.81 | |
| Amir Anchel | VP and Budget Director | 100% | 616 | 616 | 2.82 | 2.61 | |
| Yair Itscovich | Chief Financial Officer | 100% | 553 | 553 | 2.53 | 2.34 | |
| Eyal Saban8 | Vice President | 404 | 404 | 2.48 | 2.30 | ||
| Other Directors | 256 | 256 |
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's controlling shareholder.
5 Without compensation for the performance of his duties as Chairman of the Board of Directors
6 The wife of Mr. Haim Shani, the Company's controlling shareholder.
7 Without compensation for the performance of her duties as a Director
8 Mr. Eyal Saban provides consulting services to the Company through a company owned by him, and against a monthly management fee.
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 |
|
| CEO | 100% | 100% | 400% | 50% |
| VP and/or another officer |
100% | 75% | 300% | 50% |
| Directors | 100% | - | - | - |
10.5 Current Company officer compensation components compared to average data according to Zviran
The ratio between the scope of remuneration of Company officers in 2012 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 2012, was calculated in the following manner:
% fixed salary to Zviran average (*) = Officer's fixed salary paid by the Company Zviran's Average of fixed salary
% variable compensation to Zviran average = Officer's variable compensation paid by the Company Zviran's Average of variable compensation
% total compensation to Zviran average = Officer's total compensation paid by the Company Zviran's average of total compensation
The ratio (in percentage) between the salary of the Company's officers for 2012 and Zviran averages for various components to corresponding positions in similar companies, based on a Zviran survey for September 2012, is presented in the table below, the table also lists the Zviran average values of September 2012 to equivalent positions in similar companies:
| Component | Fixed Salary | Variable compensation | Total compensation | |||
|---|---|---|---|---|---|---|
| Officer | Ratio (%) |
Zviran Average |
Ratio (%) |
Zviran Average |
Ratio (%) | Zviran Average |
| CEO and Chairman of the Board |
82% | 94 | 31% | 331 | 70% | 121 |
| VP and Products Division Manager |
74% | 51 | 109% | 132 | 81% | 62 |
| VP and Systems Division Manager |
89% | 51 | 0% | 132 | 73% | 62 |
| Director, Deputy CEO and VP Human Resources |
97% | 45 | 0% | 75 | 85% | 52 |
| VP and Budget Director |
77% | 51 | 0% | 132 | 64% | 62 |
| CFO | 74% | 52 | 0% | 109 | 63% | 61 |
| VP | 62% | 51 | 0% | 132 | 51% | 62 |
(*) May not exceed the limit set in Sections 11.6 and 12.6 for a non-CEO officer and/or a non-employee officer, respectively, and in Section 14.6 for an officer in the position of CEO and/or a controlling-shareholder officer and/or his relative.
In determining the basic salary for an officer, the following factors will be taken into account:
11.1 The officer's education, qualifications, expertise, professional experience and achievements.
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 Document 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 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 salary according to Zviran(the fixed salary cap prescribed in this section to an officer calculated according to Zviran average for September 2013, is in the range of NIS 65 to 78 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 for 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 Document and/or in the Companies Law, the ratio between the consideration for a non-employee officer 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 conditions, a comparison will be made between the fixed salary proposed for the officer and the Zviran's average of a 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 updated Zviran's average salary (the fixed salary cap prescribed in this section to an officer calculated according to Zviran average for September 2013, is in the range of NIS 65 to 78 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.
12.7 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 the 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 Document 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 CEO recommended the payment of a severance grant.
The inclusion of a clause in the employment agreement that guarantees the payment of a severance grant must be submitted to the approval of the Approving Entity prior to the signature of the agreement. For the avoidance of doubt, such a clause may not guarantee a severance grant that deviates from the above provisions. The severance grant will be paid upon the termination of employer-employee relations and will be limited to an amount equal to the number of months specified in the above table multiplied by the fixed salary of an employee officer (or the total monthly consideration of a non-employee officer), without any additional components.
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.
In determining the salary of the CEO and/or a controlling-shareholder officer or his relative, 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 Document and/or in the Companies Law, the ratio between the fixed basic salary of the Company CEO and/or a controlling-shareholder 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 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 controllingshareholder officer or his relative will be determined such that it does not exceed by more than 40% the Zviran's 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 to an officer is calculated according to Zviran's average for a CEO to September 2013, is NIS 129 thousand per month).
In addition to any examination that must be carried out by the Approving Entity prior to the terms of service and employment of the CEO and/or a controlling-shareholder officer or his relative, and in addition to any consideration that must be taken into account by that entity, as detailed in this Compensation Policy Document 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 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:
The inclusion of a clause in the employment agreement that guarantees the payment of a severance grant to an officer must be submitted to the approval of the Approving Entity prior to the signature of the agreement. For the avoidance of doubt, such a clause may not guarantee a severance grant that deviates from the above provisions. The severance grant will be paid upon the termination of employer-employee relations and will be limited to an amount equal to the number of months specified in the above table multiplied by the fixed salary of the employee officer (or the total monthly consideration of a non-employee officer), without any additional components.
The limit on the grant specified in the above table is the maximum limit that the Approving Entity is authorized to approve.
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 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 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 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.
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.
The mechanism for calculation of the target-compliance bonus will be determined according to the following breakdown:
17.4.1.2 Maximum performance threshold within which the officer will earn a proportionate bonus and above which the officer's performance will be deemed exceptional and will earn him an addition bonus for a predetermined amount.
17.4.2 Up to 20% for qualitative targets based on the CEO's evaluation, as discussed above.
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 Document and/or in the Companies Law, the amount of the variable compensation shall be limited as follows:
19.1 The total variable compensations for an officer of the Company who is not CEO shall not exceed 100 thousand per month. The total variable compensations for the CEO shall not exceed 250 thousand per month.
19.2 In a bonus plan linked to the Company's net profit, and in a year in which an exceptional net profit is recorded amounting to NIS 10 million and up, 10% of the amount beyond a net profit of NIS 10 million will be added to the aforesaid annual compensation cap.
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).
(entitlement to receive shares of the Company which will be issued to the offerees after a certain restriction period), , they too will be considered equity-based compensation. To remove any doubt, the exercise price of phantom options shall not include an immediate bonus (In-the-Money Options). In the event of a plan to grant restricted shares, a goal-driven mechanism will be established, as specified in section 17.1 (a) in accordance with which the shares will be granted at the end of the restriction period.
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 be limited in relation to the total compensation as specified in the table in section 10.4.
rate from time to time, plus reimbursement of expenses as specified in Section 13.4 above. This, as determined by the Approving Entities, and subject to any approval required by the law. The Chairman who is entitled to be paid in accordance with section 24.3, shall not be entitled to any Director's fee as specified in section 24.2.
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.
Appendix 2.1.5(a) - Ms. Rivka Granot's declaration
I, the undersigned, Rivka Granot, bearer of I.D No: 022652457, of 8 Finland St. Haifa, after having been warned to state the truth, and that I shall be liable to the penalties prescribed by law should I fail to do so, hereby declare and undertake that I meet the qualifying requirements described in Section 240 of the Law, and declare that:
Without derogating from Section 4 above, neither I, nor any of my relatives, partners or employers, nor any person to which I am directly or indirectly subordinated, nor a corporate body in which I am a controlling shareholder, have any business or professional relationship with the Company, the controlling shareholder of the Company or a relative of the controlling shareholder of the Company on the date of my appointment, or another corporate body, even if such relationships are not continuing, excluding insignificant relationships, and I have not received any payment in addition to the directors' remuneration and reimbursement of expenses to which I am entitled by law, directly or indirectly, as an external director of the Company.
"Affiliation" – The existence of employment relations, the existence of habitual business or professional relationship or control, and the holding of office as an officer, apart from the office of a director who was appointed to act as an outside director of a company which is about to make a first public offering of shares, except for matters which, as the minister determined, shall not constitute an affiliation.
"Another Corporation" – A corporation whose controlling shareholder, on or two years before the date of appointment, is the Company or its controlling shareholder.
"Relative" – spouse, sibling, parent, grandparents, offspring, and an offspring, sibling or parent of the spouse or the spouse of any of the above.
| Rivka Granot | March 28, 2016 | (-) |
|---|---|---|
| _______ | _____ | ___ |
| Name | Date _____________ |
Signature |
I, the undersigned, Advocate Roi Cahani, L.N 45165 whose address is 2 Hamanofim st. Herzlia, hereby certify that on March 28, 2016 Ms. Rivka Granot, known to me personally, appeared before me and after I warned him that he must declare the truth and that he will be liable to the penalties prescribed by law should he fail to do so, he signed this declaration in my presence.
March 28, 2016 ( - )
_____________________ Date
__________________________ Attorney Signature and Stamp
| Duty of | ||||
|---|---|---|---|---|
| Disclosure | 225. (a) A person who is a candidate to hold office as a director shall disclose to the person appointing him: |
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| (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; |
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| (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; |
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| (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 |
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| 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 |
(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.
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).
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 2.1.5(b) - Ms. Rivka Granot's questionnaire
Dear Sir or Madam,
Attached herewith is a questionnaire to be completed by the directors of Unitronics (1989) (R"G) Ltd. (hereinafter, the "Company"). If there are any questions or any explanations are required relating to the completion of the questionnaire, please contact: Advocate Gregory Irgo of Eitan Mehulal & Sadot Law Office of 10 Abba Eban Boulevard, Herzliya, tel: 09-9726000, fax; 09-9726001.
Please pass on to us the completed and signed questionnaire as soon as possible.
Please properly answer all questions in detail. In the event a question is not relevant in your case, please write: "not relevant". If the reply to a question is no, please write: "no" or "none". Wherever you are required to complete the date or time, please specify wherever possible, the day, month and year.
For the purpose of securities or voting power and the like – either alone or together with others, either directly or indirectly, by means of a trustee, a trust company, nominee company or in any other manner. In the case of a holding or acquisition by a company – also by implication, by its subsidiary or related company, and in the case of a holding or acquisition by an individual – an individual and his family members who live with him, or they are financially dependent on each other, shall be regarded as one person;
Holding or acquisition of securities in collaboration between two or more under an agreement, either written or verbal; without prejudicing the generality of the aforesaid, the following persons shall prima facie be regarded as holding or acquiring securities jointly –
A spouse, and also a sibling, parent, grandparent, child or child of spouse or spouse of any of the above;
A company in which another company holds twenty five percent or more of the nominal value of its issued share capital or its voting power or it is entitled to appoint half or more of the directors or its general manager;
An affiliated company, as well as a company in which another company – which is not its parent company – invested an amount equal to twenty five percent or more of the equity capital of the other company, either in shares or in any other manner, excluding a loan granted in the ordinary course of business.
A company in which another company – which is not its parent company – holds twenty five percent or more of the nominal value of its issued share capital or the voting power therein, or is entitled to appoint twenty five percent or more of its directors.
An outside director or individual serving in office as director who satisfies the conditions set forth below, who was appointed or classified as such according to the provisions of Chapter 1, Part 6 of the Companies Law:
A member of the board of directors of a company who satisfies the qualifying conditions for appointment, as set forth in Section 240 of the Companies Law, 5759-1999.
A director with accounting and financial expertise is a person who due to his education, experience and qualifications has a high expertise and understanding of business – accounting matters and financial statements, in a manner enabling him to thoroughly understand the financial statements of the Company and to stimulate discussion as to the manner in which the financial data is presented; an evaluation of the accounting and financial expertise of the director shall be carried out by the board of directors and shall be presented as part of the overall considerations which are, inter alia his education, experience and knowledge on the following matters:
C. Preparation and approval of the financial statements under the Companies Law and under the Securities Law.
A director with professional competence is a person who satisfies one of the following conditions:
One of the following:
An office holder, as defined in the Companies Law, as well as the chairman of the board of directors, a substitute director, an individual appointed under Section 236 of the Companies Law on behalf of a corporation serving in office as director, comptroller, internal auditor, independent authorized signatory and any person carrying out such position, even if his job description is different, in addition to any senior office holder in a corporation under the control of the corporation which has a significant influence over the corporation, and any individual engaged in the corporation in another position holding five percent or more of the nominal value of the issued share capital or voting power; for this purpose:
"Office holder" – general manager, chief business officer, deputy general manager, vice general manager, any person serving in such a position in a company, even if the title is different, as well as a director or manager directly subordinate to the general manager;
"Independent authorized signatory" – an authorized signatory having the power to bind the corporation without requiring the signature of any additional entity at the corporation for the purpose of a specific activity;
"Authorized signatory" – anyone with authority to bind the corporation or bind a corporation under the control of the corporation which is not a reporting corporation and is not a corporation to which Chapter E3 applies (hereinafter, "controlled corporation") as well as any person in a controlled corporation with authority to bind the controlled corporation by an amount exceeding five percent of the total assets in the corporation's balance sheet, according to its last audited financial statements; two or more authorized signatories who are family members are regarded as one authorized signatory;
"Obligation" – excluding a payment of tax, municipal taxes or any other compulsory payment collectible under the Taxes (Collection) Ordinance, and excluding any activity in the accounts of the corporation or controlled corporation concerning the acquisition or sale of securities, deposits, foreign currency and financial assets, as defined in the Consulting Law.
Spouse, brother or sister, parent, grandparents, children in addition to the spouse's child, brother, sister or parent and the spouse of each of the above stated.
A corporation whose controlling shareholder on the date of appointment or in the two years preceding the date of appointment, is a company or controlling shareholder thereof.
| Full name: | Rivka Granot |
|---|---|
| I.D. number | 022652457 |
| Date of birth: | March 4, 1967 |
| Address for the purpose of service of process: |
8 Finland st. Haifa |
| Telephone number: | +972-4-8266365 +972-54-6750049 |
| Nationality: | Israeli |
| Address/email address: | [email protected] |
| Fax number for sending an invitation to meetings of the board of directors: |
+972-4-8341561 |
| Membership in a committee or committees of the board of directors: |
|
| Independent director or outside director: |
External Director |
| Director having accounting and financial expertise or professional competence: |
Financial and professional expertise |
| Expert outside director: | |
| Are you an employee of the company, its subsidiary, a related company or of a stakeholder therein? If so, please specify the position or the positions you are filling and the date on which you commenced in office: |
No. |
| Are you a family member of another stakeholder in the corporation or of another office holder in the corporation? If so, please specify. |
No. |
| Degree/Certificate | Main Subject | Name of Academic Institution and Year Degree Earned |
|---|---|---|
| B.A | Economics and Business Administration |
Haifa University |
| Science Magister in | Business Administration | Thchnion |
| Business Administration | ||
| Degree/Certificate | Field/Subject | Name of Academic/Professional Institution and Year Certificate/Accreditation Earned |
|---|---|---|
| Portfolio Management license |
Portfolio Management | Israel Securities Authority |
| Dates From and To | Name of Corporation/Institution |
Position and Area of Business |
|---|---|---|
| Dates From and To | Name of Corporation/Institution |
Position and Area of Business |
|---|---|---|
A. If you are serving in office or have served in office as director in the past, please specify the name of the corporation and the term of office.
| Dates From and To | Name of Corporation/Institution |
|---|---|
| 7/2008-7/2010 | Dor Chemicals |
| 1/2010-5/2013 | Clal Finance Mutual Funds |
| 2/2010-2/2013 | Halman Aldubi Funds and Pension |
| 7/2012-8/2013 | Meitav Investments Management |
| 5/2011-4/2012 | Volfman Industries |
| 5/2011-current | PCD Technologies |
| 1/2011-current | One1 |
| 3/2014-current | Robogroup |
| K.M.R. - ADVANCEMENT OF |
|
| MEDICAL CENTERS (subsidiarie |
|
| of Rambam) |
B. Specify the positions you are carrying out at the Company (including membership in a committee or committees of the Company's board of directors):
_______________________________________________________________
________________________________________________________________
C. Are you carrying out any position whatsoever, including as an office holder or employee in a subsidiary or related company of the Company or in a stakeholder of the Company (see the definitions in the introduction to the questionnaire)? If yes, please state details:
A. Specify your holdings and/or the holdings of any of your family members and/or relatives (including a holding jointly with others) of securities of the Company, their nominal value, the quantity of the holding and the amount of each class of securities on the date of completion of the questionnaire and on the date 12 months prior to this:
_______________________________________________________________
________________________________________________________________
| Name of Holder | Class of Security | On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
B. Specify your holdings and/or the holdings of any of your family members and/or relatives (including a holding jointly with others) of the securities of subsidiaries and related companies of the Company, specify the class of securities, their nominal value, the quantity and rate of holding on the date of completion of the questionnaire and on the date 12 months prior to this.
| Name of Holder | Name of Company and Class of Security |
On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
C. If you and/or any of your family members and/or relatives (including a holding jointly with others) hold a specific percentage of the issued share capital or voting power or of the authority to appoint directors of a corporation holding shares in the Company or shares of its subsidiary, or in any related company directly or indirectly, specify the class of securities, their nominal value, the quantity and rate of holding on the date of completion of the questionnaire and on the date 12 months prior to this:
| Name of Holder | Name of Corporation and Class of Security |
On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
D. Did the corporation undertake to acquire or the Company undertake to sell it the shares of the Company held by such corporation? If yes, specify the principles of the agreement and attach it to the questionnaire.
________________________________________________________________
________________________________________________________________
E. Are you a party to an agreement of any kind whatsoever with the Company or with the shareholders or other holders of securities in the Company relating to its securities, voting rights or other rights in the Company (for example, the acquisition of shares, right of first refusal, voting agreements, mutual options and such like)? Specify the principles of the agreement and attach it to the questionnaire.
________________________________________________________________
_______________________________________________________________
______________________________________________________________
F. Are you entitled to securities of the Company? If yes, specify:
G. Do you hold 5% or more of the issued share capital or voting power or authority to appoint one or more directors or the general manager in a specific corporation? If yes, specify:
________________________________________________________________
________________________________________________________________
| Name of Company/Subsidiary, Related Company |
Quantity of Shares | Percentage of Issued Share Capital and Voting Rights |
|---|---|---|
A. Specify the corporations in which you and/or any of your family members and/or relatives (including a holding jointly with others) are a stakeholder; state the holdings in such corporation on the date of completion of the questionnaire:
________________________________________________________________
________________________________________________________________
A. Did you receive a fee and/or directors' remuneration from the Company? If yes, specify the amounts you received three years prior to the date of completion of this questionnaire, the name of the paying company and the type of payment:
________________________________________________________________
________________________________________________________________
No.
B. Is there an arrangement or agreement assuring you indemnification and/or insurance and/or a release in connection with any undertaking whatsoever which you are likely to make in connection with your position as director, office holder or shareholder of the Company. If yes, specify the terms of the arrangement and attach as an appendix to this questionnaire.
C. Did you or your relative receive a fee or are you entitled to receive a fee directly or indirectly from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company? If yes, specify the amounts received in the last two years only, as set forth below:
________________________________________________________________
________________________________________________________________
| Nature of Payment | Payment Amount | |
|---|---|---|
| Year of Payment |
Nominal | |
| No. | ||
D. Have you and/or your relatives received a fee or are you entitled to receive a fee (management fees, consulting fee and such like) from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company, directly or indirectly? If yes, specify the amounts received in the last two years.
| Nature of Payment | Payment Amount | |
|---|---|---|
| Year of Payment |
Nominal | |
| No. | ||
E. Is there an agreement binding the controlling shareholder of the Company, the Company, its subsidiary or a related company to pay you or your relative any payment whatsoever or to grant benefits? If yes, describe the principles of the agreement (method of calculation of payment, minimum promised, etc.) and attach it as an appendix to the questionnaire:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
F. Did you or your relative receive or are you receiving directly or indirectly other benefits of any kind whatsoever from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company? If yes, specify the benefits you received in the last two years:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
G. If the reply to the previous question is yes, please specify whether you received the aforesaid benefits embodied within an agreement? If yes, describe its principles and attach it as an appendix to the questionnaire:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
H. Is there an agreement for increased retirement compensation or improved retirement terms at the time of retirement between you and the Company? If yes, specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
I. Are you entitled to shares or options of the Company, of a subsidiary and of related companies? If yes, specify:
J. Did the Company make any undertaking to allot shares, options or any other security convertible into shares? If yes, specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
________________________________________________________________
________________________________________________________________
No.
A. Were you or are you and/or any of your family members and/or relatives (including a holding jointly with others) a party directly or indirectly to a transaction of any kind whatsoever with the Company, its subsidiary or a related company of the Company which was entered into in the last two years (and even if no longer in effect, or made previously but still in effect)? If yes, describe the transaction and its terms, and attach all documents relating to it (if you believe that the transaction is in the ordinary course of business – please state this):
No.
B. Are negotiations being conducted in connection with a transaction of the kind described in Section 7 A. above?
________________________________________________________________
_______________________________________________________________
______________________________________________________________
_______________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
C.Is there an arrangement or agreement, except for that stated in the articles of association of the Company, which promises you indemnification or insurance with respect to an undertaking you are likely to make in connection with your position as a senior office holder or shareholder of the Company? If yes, attach a copy of the agreement:
________________________________________________________________
F. Did you, your relative, your partner, your employer, anyone you are directly or indirectly subordinate to or a corporation in which you are a controlling shareholder, on the date of appointment or in the two years preceding the date of appointment, have control, an employment relationship, business or professional connections generally with the Company, a controlling shareholder of the Company or a relative of a controlling shareholder? If so, please specify.
_______________________________________________________________
_______________________________________________________________
______________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
J. Did you ever receive by virtue of your position as outside director of any company whatsoever any additional benefit beyond the remuneration and reimbursement of expenses to which you were entitled for your office as director?
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
A. In addition to the aforesaid in Section 8 above, do you or did you have an interest directly or indirectly in any agreement whatsoever or in any transaction whatsoever to which the Company, its subsidiary or its related company are a party or were a party in the two years preceding the date of completion of this questionnaire? If yes, specify the transaction or the agreement (even if it is verbal) and attach any document in connection with the transaction or this agreement:
_______________________________________________________________
______________________________________________________________
B. Are negotiations taking place in connection with a transaction of the kind described in Section 9A above? If yes, please specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
A. Are any proceedings pending against you or were you ever convicted of one of the offenses currently enumerated in Article F of Chapter 11 of the Penal Law, 5737-1977 (offenses of bribery, deceit, blackmail and extortion) or offenses of directors in a corporation or offenses of misuse of inside information? Likewise, have you been convicted of another offense where the court has determined that by reason of such offense you are unfit to serve as director of a public company? If yes, specify.
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
B. Except for parking offenses and finable offenses within the meaning of the Transport Ordinance, are there any proceedings pending against you or were you ever convicted and served the penalty for the conviction in the last ten years? If yes, specify.
________________________________________________________________
_______________________________________________________________
______________________________________________________________
I was convicted in a traffic accident, with no disgrace
________________________________________________________________
_______________________________________________________________
C. Is there any legal proceeding taking place between you and the Company and/or a company under your control or a related company to you and the Company in which you are an opposing party to the Company or have you an interest in a proceeding contrary to the interests of the Company? If yes, specify.
I hereby declare that all the details given by me in reply to this questionnaire are correct and accurate and that I did not omit any detail and did not refrain from attaching any document which I was asked to deliver or attach to this questionnaire.
______________________________________________________________
If there is any change in any of the details I passed on above, I will notify you immediately of the change.
I hereby confirm that I agree that you may use the details I passed on in this questionnaire, if necessary for the publication of a prospectus of the Company, as well as any report to be published after the date of this affidavit.
March 28, 2016 Rivka Granot ( - )
_____________________ Date
_____________________ Full Name
___________________ Signature
Declaration of Candidate for Office of Director in Public Company Under the Companies Law, 5759-1999 (the "Law")
I, the undersigned, Amit Ben-Zvi, after having been warned that I must state the truth and that I shall be liable to the penalties prescribed by law should I fail to do so, hereby declare as follows:
transaction; however, I may be entitled to participate at the beginning of the meeting for the purpose of passing on information only.
| Amit Ben-Zvi ____ |
March 28, 2016 ______ |
( - ) _____ |
|---|---|---|
| Name | Date | Signature |
I, the undersigned, Advocate Amiram Bam, L.N 25112 whose address is 98 Yigal Alon st. Tel Aviv, hereby certify that on March 28, 2016, Mr. Amit Ben-Zvi, known to me personally, appeared before me and after I warned him that he must declare the truth and that he will be liable to the penalties prescribed by law should he fail to do so, he signed this declaration in my presence.
March 28, 2016 ( - )
_____________________ Date
__________________________ Attorney Signature and Stamp
| 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. |
I, the undersigned, Yariv Avisar, after having been warned that I must state the truth and that I shall be liable to the penalties prescribed by law should I fail to do so, hereby declare as follows:
transaction; however, I may be entitled to participate at the beginning of the meeting for the purpose of passing on information only.
| Yariv Avisar ____ |
March 28, 2016 ______ |
( - ) _____ |
|---|---|---|
| Name | Date | Signature |
I, the undersigned, Advocate Oren Shpaeizer , L.N 31024 , hereby certify that on 30.03.2016, Mr. Yariv Avisar, known to me personally, appeared before me and after I warned him that he must declare the truth and that he will be liable to the penalties prescribed by law should he fail to do so, he signed this declaration in my presence.
30.03.2016 ( - )
_____________________ Date
__________________________ Attorney Signature and Stamp
| 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. |
I, the undersigned, Gillon Beck, after having been warned that I must state the truth and that I shall be liable to the penalties prescribed by law should I fail to do so, hereby declare as follows:
transaction; however, I may be entitled to participate at the beginning of the meeting for the purpose of passing on information only.
| Gillon Beck | March 28, 2016 |
( - ) |
|---|---|---|
| ____ | ______ | _____ |
| Name | Date | Signature |
I, the undersigned, Advocate _______________________, whose address is _________________, hereby certify that on ____________________, Mr. __________________, known to me personally, appeared before me and after I warned him that he must declare the truth and that he will be liable to the penalties prescribed by law should he fail to do so, he signed this declaration in my presence.
( - ) Amiram Bam L.n. 25112
_____________________ Date
__________________________ Attorney Signature and Stamp
| 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. |
Dear Sir or Madam,
Attached herewith is a questionnaire to be completed by the directors of Unitronics (1989) (R"G) Ltd. (hereinafter, the "Company"). If there are any questions or any explanations are required relating to the completion of the questionnaire, please contact: Advocate Gregory Irgo of Eitan Mehulal & Sadot Law Office of 10 Abba Eban Boulevard, Herzliya, tel: 09-9726000, fax; 09-9726001.
Please pass on to us the completed and signed questionnaire as soon as possible.
Please properly answer all questions in detail. In the event a question is not relevant in your case, please write: "not relevant". If the reply to a question is no, please write: "no" or "none". Wherever you are required to complete the date or time, please specify wherever possible, the day, month and year.
For the purpose of securities or voting power and the like – either alone or together with others, either directly or indirectly, by means of a trustee, a trust company, nominee company or in any other manner. In the case of a holding or acquisition by a company – also by implication, by its subsidiary or related company, and in the case of a holding or acquisition by an individual – an individual and his family members who live with him, or they are financially dependent on each other, shall be regarded as one person;
Holding or acquisition of securities in collaboration between two or more under an agreement, either written or verbal; without prejudicing the generality of the aforesaid, the following persons shall prima facie be regarded as holding or acquiring securities jointly –
A spouse, and also a sibling, parent, grandparent, child or child of spouse or spouse of any of the above;
A company in which another company holds twenty five percent or more of the nominal value of its issued share capital or its voting power or it is entitled to appoint half or more of the directors or its general manager;
An affiliated company, as well as a company in which another company – which is not its parent company – invested an amount equal to twenty five percent or more of the equity capital of the other company, either in shares or in any other manner, excluding a loan granted in the ordinary course of business.
A company in which another company – which is not its parent company – holds twenty five percent or more of the nominal value of its issued share capital or the voting power therein, or is entitled to appoint twenty five percent or more of its directors.
An outside director or individual serving in office as director who satisfies the conditions set forth below, who was appointed or classified as such according to the provisions of Chapter 1, Part 6 of the Companies Law:
A member of the board of directors of a company who satisfies the qualifying conditions for appointment, as set forth in Section 240 of the Companies Law, 5759-1999.
A director with accounting and financial expertise is a person who due to his education, experience and qualifications has a high expertise and understanding of business – accounting matters and financial statements, in a manner enabling him to thoroughly understand the financial statements of the Company and to stimulate discussion as to the manner in which the financial data is presented; an evaluation of the accounting and financial expertise of the director shall be carried out by the board of directors and shall be presented as part of the overall considerations which are, inter alia his education, experience and knowledge on the following matters:
C. Preparation and approval of the financial statements under the Companies Law and under the Securities Law.
A director with professional competence is a person who satisfies one of the following conditions:
One of the following:
An office holder, as defined in the Companies Law, as well as the chairman of the board of directors, a substitute director, an individual appointed under Section 236 of the Companies Law on behalf of a corporation serving in office as director, comptroller, internal auditor, independent authorized signatory and any person carrying out such position, even if his job description is different, in addition to any senior office holder in a corporation under the control of the corporation which has a significant influence over the corporation, and any individual engaged in the corporation in another position holding five percent or more of the nominal value of the issued share capital or voting power; for this purpose:
"Office holder" – general manager, chief business officer, deputy general manager, vice general manager, any person serving in such a position in a company, even if the title is different, as well as a director or manager directly subordinate to the general manager;
"Independent authorized signatory" – an authorized signatory having the power to bind the corporation without requiring the signature of any additional entity at the corporation for the purpose of a specific activity;
"Authorized signatory" – anyone with authority to bind the corporation or bind a corporation under the control of the corporation which is not a reporting corporation and is not a corporation to which Chapter E3 applies (hereinafter, "controlled corporation") as well as any person in a controlled corporation with authority to bind the controlled corporation by an amount exceeding five percent of the total assets in the corporation's balance sheet, according to its last audited financial statements; two or more authorized signatories who are family members are regarded as one authorized signatory;
"Obligation" – excluding a payment of tax, municipal taxes or any other compulsory payment collectible under the Taxes (Collection) Ordinance, and excluding any activity in the accounts of the corporation or controlled corporation concerning the acquisition or sale of securities, deposits, foreign currency and financial assets, as defined in the Consulting Law.
Spouse, brother or sister, parent, grandparents, children in addition to the spouse's child, brother, sister or parent and the spouse of each of the above stated.
A corporation whose controlling shareholder on the date of appointment or in the two years preceding the date of appointment, is a company or controlling shareholder thereof.
| Full name: | Amit Ben-Zvi |
|---|---|
| I.D. number | 022644744 |
| Date of birth: | September 11,1966 |
| Address for the purpose of service of process: |
FIMI Opportunity Funds 98 Yigal Alon st. Tel Aviv |
| Telephone number: | +972-3-5652244 |
| Nationality: | Israeli |
| Address/email address: | [email protected] |
| Fax number for sending an invitation to meetings of the board of directors: |
+972-3-5652245 |
| Membership in a committee or committees of the board of directors: |
No. |
| Independent director or outside director: |
No. |
| Director having accounting and financial expertise or professional competence: |
Yes. |
| Expert outside director: | No. |
| Are you an employee of the company, its subsidiary, a related company or of a stakeholder therein? If so, please specify the position or the positions you are filling and the date on which you commenced in office: |
Yes. Partner in FIMI Opportunity Funds (stakeholder in the company after the closing) |
| Are you a family member of another stakeholder in the corporation or of another office holder in the corporation? If so, please specify. |
No. |
| Degree/Certificate | Main Subject | Name of Academic Institution and Year Degree Earned |
|---|---|---|
| LLB | Law | Tel Aviv University, 1995 |
| BA | Accounting | Tel Aviv University, 1995 |
| Degree/Certificate | Field/Subject | Name of Academic/Professional Institution and Year Certificate/Accreditation Earned |
|---|---|---|
| N/A | ||
| Dates From and To | Name of | Position and Area of | |
|---|---|---|---|
| Corporation/Institution | Business | ||
| 10/2012-current | FIMI Opportunity Funds | Partner | |
| 2008-2012 | Hermes Technologies | CEO | |
| 2008-2012 | Magic Software | CEO of Europe and Japan | |
| Dates From and To | Name of Corporation/Institution |
Position and Area of Business |
|---|---|---|
| N/A | ||
A. If you are serving in office or have served in office as director in the past, please specify the name of the corporation and the term of office.
| Dates From and To | Name of Corporation/Institution | ||
|---|---|---|---|
| 8/2015-current | Hadera Paper Ltd | ||
| 8/2014-current | Dimer Ltd | ||
| 2013-current | Overseas Commerce Ltd | ||
| 2013-current | Mer Ltd | ||
| 2013-current | Novolog (Pharm-up 1966) Ltd |
B. Specify the positions you are carrying out at the Company (including membership in a committee or committees of the Company's board of directors):
Chairman (after the closing)
C. Are you carrying out any position whatsoever, including as an office holder or employee in a subsidiary or related company of the Company or in a stakeholder of the Company (see the definitions in the introduction to the questionnaire)? If yes, please state details:
_______________________________________________________________
________________________________________________________________
_______________________________________________________________
________________________________________________________________
Chairman (after the closing)
A. Specify your holdings and/or the holdings of any of your family members and/or relatives (including a holding jointly with others) of securities of the Company, their nominal value, the quantity of the holding and the amount of each class of securities on the date of completion of the questionnaire and on the date 12 months prior to this:
| Name of Holder | Class of Security | On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
| N/A | |||||
B. Specify your holdings and/or the holdings of any of your family members and/or relatives (including a holding jointly with others) of the securities of subsidiaries and related companies of the Company, specify the class of securities, their nominal value, the quantity and rate of holding on the date of completion of the questionnaire and on the date 12 months prior to this.
| Name of Holder | Name of Company and Class of Security |
On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
| N/A | |||||
C. If you and/or any of your family members and/or relatives (including a holding jointly with others) hold a specific percentage of the issued share capital or voting power or of the authority to appoint directors of a corporation holding shares in the Company or shares of its subsidiary, or in any related company directly or indirectly, specify the class of securities, their nominal value, the quantity and rate of holding on the date of completion of the questionnaire and on the date 12 months prior to this:
| Name of Holder | Name of Corporation and Class of Security |
On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||||
|---|---|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||||
| N/A | |||||||
D. Did the corporation undertake to acquire or the Company undertake to sell it the shares of the Company held by such corporation? If yes, specify the principles of the agreement and attach it to the questionnaire.
See Investment Agreement of FIMI in the company, Share Purchase Agreement from Haim Shani and Joint Control Agreement
________________________________________________________________
________________________________________________________________
E. Are you a party to an agreement of any kind whatsoever with the Company or with the shareholders or other holders of securities in the Company relating to its securities, voting rights or other rights in the Company (for example, the acquisition of shares, right of first refusal, voting agreements, mutual options and such like)? Specify the principles of the agreement and attach it to the questionnaire.
See Investment Agreement of FIMI in the company, Share Purchase Agreement from Haim Shani and Joint Control Agreement
________________________________________________________________
_______________________________________________________________
______________________________________________________________
________________________________________________________________
F. Are you entitled to securities of the Company? If yes, specify:
G. Do you hold 5% or more of the issued share capital or voting power or authority to appoint one or more directors or the general manager in a specific corporation? If yes, specify:
________________________________________________________________
| Name of Company/Subsidiary, Related Company |
Quantity of Shares | Percentage of Issued Share Capital and Voting Rights |
|---|---|---|
| N/A | ||
A. Specify the corporations in which you and/or any of your family members and/or relatives (including a holding jointly with others) are a stakeholder; state the holdings in such corporation on the date of completion of the questionnaire:
________________________________________________________________
________________________________________________________________
N/A
A. Did you receive a fee and/or directors' remuneration from the Company? If yes, specify the amounts you received three years prior to the date of completion of this questionnaire, the name of the paying company and the type of payment:
________________________________________________________________
________________________________________________________________
No.
B. Is there an arrangement or agreement assuring you indemnification and/or insurance and/or a release in connection with any undertaking whatsoever which you are likely to make in connection with your position as director, office holder or shareholder of the Company. If yes, specify the terms of the arrangement and attach as an appendix to this questionnaire.
________________________________________________________________
According to the Investment Agreement of FIMI in the company
C. Did you or your relative receive a fee or are you entitled to receive a fee directly or indirectly from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company? If yes, specify the amounts received in the last two years only, as set forth below:
________________________________________________________________
| Nature of Payment | Payment Amount | |
|---|---|---|
| Year of Payment |
Nominal | |
| I didn't receive fee in the past | ||
| In the future – according to the |
||
| Investment Agreement of FIMI | ||
| in the company | ||
D. Have you and/or your relatives received a fee or are you entitled to receive a fee (management fees, consulting fee and such like) from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company, directly or indirectly? If yes, specify the amounts received in the last two years.
| Nature of Payment | Payment Amount | ||
|---|---|---|---|
| Year of Payment |
Nominal | ||
| According to the Investment Agreement of FIMI in the company |
|||
E. Is there an agreement binding the controlling shareholder of the Company, the Company, its subsidiary or a related company to pay you or your relative any payment whatsoever or to grant benefits? If yes, describe the principles of the agreement (method of calculation of payment, minimum promised, etc.) and attach it as an appendix to the questionnaire:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
According to the Investment Agreement of FIMI in the company
F. Did you or your relative receive or are you receiving directly or indirectly other benefits of any kind whatsoever from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company? If yes, specify the benefits you received in the last two years:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
According to the Investment Agreement of FIMI in the company
G. If the reply to the previous question is yes, please specify whether you received the aforesaid benefits embodied within an agreement? If yes, describe its principles and attach it as an appendix to the questionnaire:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
According to the Investment Agreement of FIMI in the company
H. Is there an agreement for increased retirement compensation or improved retirement terms at the time of retirement between you and the Company? If yes, specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
I. Are you entitled to shares or options of the Company, of a subsidiary and of related companies? If yes, specify:
According to the Investment Agreement of FIMI in the company
J. Did the Company make any undertaking to allot shares, options or any other security convertible into shares? If yes, specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
________________________________________________________________
________________________________________________________________
According to the Investment Agreement of FIMI in the company
A. Were you or are you and/or any of your family members and/or relatives (including a holding jointly with others) a party directly or indirectly to a transaction of any kind whatsoever with the Company, its subsidiary or a related company of the Company which was entered into in the last two years (and even if no longer in effect, or made previously but still in effect)? If yes, describe the transaction and its terms, and attach all documents relating to it (if you believe that the transaction is in the ordinary course of business – please state this):
According to the Investment Agreement of FIMI in the company
B. Are negotiations being conducted in connection with a transaction of the kind described in Section 7 A. above?
________________________________________________________________
_______________________________________________________________
______________________________________________________________
_______________________________________________________________
_______________________________________________________________
______________________________________________________________
According to the Investment Agreement of FIMI in the company
C.Is there an arrangement or agreement, except for that stated in the articles of association of the Company, which promises you indemnification or insurance with respect to an undertaking you are likely to make in connection with your position as a senior office holder or shareholder of the Company? If yes, attach a copy of the agreement:
F. Did you, your relative, your partner, your employer, anyone you are directly or indirectly subordinate to or a corporation in which you are a controlling shareholder, on the date of appointment or in the two years preceding the date of appointment, have control, an employment relationship, business or professional connections generally with the Company, a controlling shareholder of the Company or a relative of a controlling shareholder? If so, please specify.
_______________________________________________________________
_______________________________________________________________
______________________________________________________________
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
J. Did you ever receive by virtue of your position as outside director of any company whatsoever any additional benefit beyond the remuneration and reimbursement of expenses to which you were entitled for your office as director?
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
A. In addition to the aforesaid in Section 8 above, do you or did you have an interest directly or indirectly in any agreement whatsoever or in any transaction whatsoever to which the Company, its subsidiary or its related company are a party or were a party in the two years preceding the date of completion of this questionnaire? If yes, specify the transaction or the agreement (even if it is verbal) and attach any document in connection with the transaction or this agreement:
_______________________________________________________________
According to the Investment Agreement of FIMI in the company
B. Are negotiations taking place in connection with a transaction of the kind described in Section 9A above? If yes, please specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
______________________________________________________________
According to the Investment Agreement of FIMI in the company
A. Are any proceedings pending against you or were you ever convicted of one of the offenses currently enumerated in Article F of Chapter 11 of the Penal Law, 5737-1977 (offenses of bribery, deceit, blackmail and extortion) or offenses of directors in a corporation or offenses of misuse of inside information? Likewise, have you been convicted of another offense where the court has determined that by reason of such offense you are unfit to serve as director of a public company? If yes, specify.
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
B. Except for parking offenses and finable offenses within the meaning of the Transport Ordinance, are there any proceedings pending against you or were you ever convicted and served the penalty for the conviction in the last ten years? If yes, specify.
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
C. Is there any legal proceeding taking place between you and the Company and/or a company under your control or a related company to you and the Company in which you are an opposing party to the Company or have you an interest in a proceeding contrary to the interests of the Company? If yes, specify.
________________________________________________________________
I hereby declare that all the details given by me in reply to this questionnaire are correct and accurate and that I did not omit any detail and did not refrain from attaching any document which I was asked to deliver or attach to this questionnaire.
_______________________________________________________________
______________________________________________________________
If there is any change in any of the details I passed on above, I will notify you immediately of the change.
I hereby confirm that I agree that you may use the details I passed on in this questionnaire, if necessary for the publication of a prospectus of the Company, as well as any report to be published after the date of this affidavit.
March 28, 2016 Amit Ben-Zvi ( - )
___________________
_____________________ Date
_____________________ Full Name
Signature
Dear Sir or Madam,
Attached herewith is a questionnaire to be completed by the directors of Unitronics (1989) (R"G) Ltd. (hereinafter, the "Company"). If there are any questions or any explanations are required relating to the completion of the questionnaire, please contact: Advocate Gregory Irgo of Eitan Mehulal & Sadot Law Office of 10 Abba Eban Boulevard, Herzliya, tel: 09-9726000, fax; 09-9726001.
Please pass on to us the completed and signed questionnaire as soon as possible.
Please properly answer all questions in detail. In the event a question is not relevant in your case, please write: "not relevant". If the reply to a question is no, please write: "no" or "none". Wherever you are required to complete the date or time, please specify wherever possible, the day, month and year.
For the purpose of securities or voting power and the like – either alone or together with others, either directly or indirectly, by means of a trustee, a trust company, nominee company or in any other manner. In the case of a holding or acquisition by a company – also by implication, by its subsidiary or related company, and in the case of a holding or acquisition by an individual – an individual and his family members who live with him, or they are financially dependent on each other, shall be regarded as one person;
Holding or acquisition of securities in collaboration between two or more under an agreement, either written or verbal; without prejudicing the generality of the aforesaid, the following persons shall prima facie be regarded as holding or acquiring securities jointly –
A spouse, and also a sibling, parent, grandparent, child or child of spouse or spouse of any of the above;
A company in which another company holds twenty five percent or more of the nominal value of its issued share capital or its voting power or it is entitled to appoint half or more of the directors or its general manager;
An affiliated company, as well as a company in which another company – which is not its parent company – invested an amount equal to twenty five percent or more of the equity capital of the other company, either in shares or in any other manner, excluding a loan granted in the ordinary course of business.
A company in which another company – which is not its parent company – holds twenty five percent or more of the nominal value of its issued share capital or the voting power therein, or is entitled to appoint twenty five percent or more of its directors.
An outside director or individual serving in office as director who satisfies the conditions set forth below, who was appointed or classified as such according to the provisions of Chapter 1, Part 6 of the Companies Law:
A member of the board of directors of a company who satisfies the qualifying conditions for appointment, as set forth in Section 240 of the Companies Law, 5759-1999.
A director with accounting and financial expertise is a person who due to his education, experience and qualifications has a high expertise and understanding of business – accounting matters and financial statements, in a manner enabling him to thoroughly understand the financial statements of the Company and to stimulate discussion as to the manner in which the financial data is presented; an evaluation of the accounting and financial expertise of the director shall be carried out by the board of directors and shall be presented as part of the overall considerations which are, inter alia his education, experience and knowledge on the following matters:
C. Preparation and approval of the financial statements under the Companies Law and under the Securities Law.
A director with professional competence is a person who satisfies one of the following conditions:
One of the following:
An office holder, as defined in the Companies Law, as well as the chairman of the board of directors, a substitute director, an individual appointed under Section 236 of the Companies Law on behalf of a corporation serving in office as director, comptroller, internal auditor, independent authorized signatory and any person carrying out such position, even if his job description is different, in addition to any senior office holder in a corporation under the control of the corporation which has a significant influence over the corporation, and any individual engaged in the corporation in another position holding five percent or more of the nominal value of the issued share capital or voting power; for this purpose:
"Office holder" – general manager, chief business officer, deputy general manager, vice general manager, any person serving in such a position in a company, even if the title is different, as well as a director or manager directly subordinate to the general manager;
"Independent authorized signatory" – an authorized signatory having the power to bind the corporation without requiring the signature of any additional entity at the corporation for the purpose of a specific activity;
"Authorized signatory" – anyone with authority to bind the corporation or bind a corporation under the control of the corporation which is not a reporting corporation and is not a corporation to which Chapter E3 applies (hereinafter, "controlled corporation") as well as any person in a controlled corporation with authority to bind the controlled corporation by an amount exceeding five percent of the total assets in the corporation's balance sheet, according to its last audited financial statements; two or more authorized signatories who are family members are regarded as one authorized signatory;
"Obligation" – excluding a payment of tax, municipal taxes or any other compulsory payment collectible under the Taxes (Collection) Ordinance, and excluding any activity in the accounts of the corporation or controlled corporation concerning the acquisition or sale of securities, deposits, foreign currency and financial assets, as defined in the Consulting Law.
Spouse, brother or sister, parent, grandparents, children in addition to the spouse's child, brother, sister or parent and the spouse of each of the above stated.
A corporation whose controlling shareholder on the date of appointment or in the two years preceding the date of appointment, is a company or controlling shareholder thereof.
| Full name: | Yariv Avisar |
|---|---|
| I.D. number | 57418873 |
| Date of birth: | December 24, 1961 |
| Address for the purpose of service of process: |
Hashachaf st. P.O.B 219 Ein Sarid |
| Telephone number: | +972-52-8576330 |
| Nationality: | Israeli |
| Address/email address: | [email protected] |
| Fax number for sending an invitation to meetings of the board of directors: |
+972-9-7962373 |
| Membership in a committee or committees of the board of directors: |
No. |
| Independent director or outside director: |
No. |
| Director having accounting and financial expertise or professional competence: |
No. |
| Expert outside director: | No. |
| Are you an employee of the company, its subsidiary, a related company or of a stakeholder therein? If so, please specify the position or the positions you are filling and the date on which you commenced in office: |
No. |
| Are you a family member of another stakeholder in the corporation or of another office holder in the corporation? If so, please specify. |
No. |
| Degree/Certificate | Main Subject | Name of Academic Institution and Year Degree Earned |
|---|---|---|
| Business Administration | International Marketing | The Collage of Management |
| Degree/Certificate | Field/Subject | Name of Academic/Professional Institution and Year Certificate/Accreditation Earned |
|---|---|---|
| Dates From and To | Name of Corporation/Institution |
Position and Area of Business |
|---|---|---|
| 12/2011-12/2015 | SCR Engineers | CEO |
| 8/2007-11/2011 | Hp Industrial Printing |
CEO |
| Dates From and To | Name of Corporation/Institution |
Position and Area of Business |
|---|---|---|
A. If you are serving in office or have served in office as director in the past, please specify the name of the corporation and the term of office.
| Dates From and To | Name of Corporation/Institution |
|---|---|
| Till 12/2015 | Director in subsidiaries of SCR |
| Group | |
B. Specify the positions you are carrying out at the Company (including membership in a committee or committees of the Company's board of directors):
C. Are you carrying out any position whatsoever, including as an office holder or employee in a subsidiary or related company of the Company or in a stakeholder of the Company (see the definitions in the introduction to the questionnaire)? If yes, please state details:
_______________________________________________________________
________________________________________________________________
_______________________________________________________________
________________________________________________________________
A. Specify your holdings and/or the holdings of any of your family members and/or relatives (including a holding jointly with others) of securities of the Company, their nominal value, the quantity of the holding and the amount of each class of securities on the date of completion of the questionnaire and on the date 12 months prior to this:
| Name of Holder | Class of Security | On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
| No. | |||||
B. Specify your holdings and/or the holdings of any of your family members and/or relatives (including a holding jointly with others) of the securities of subsidiaries and related companies of the Company, specify the class of securities, their nominal value, the quantity and rate of holding on the date of completion of the questionnaire and on the date 12 months prior to this.
| Name of Holder | Name of Company and Class of Security |
On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
C. If you and/or any of your family members and/or relatives (including a holding jointly with others) hold a specific percentage of the issued share capital or voting power or of the authority to appoint directors of a corporation holding shares in the Company or shares of its subsidiary, or in any related company directly or indirectly, specify the class of securities, their nominal value, the quantity and rate of holding on the date of completion of the questionnaire and on the date 12 months prior to this:
| Name of Holder | Name of Corporation and Class of Security |
On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
D. Did the corporation undertake to acquire or the Company undertake to sell it the shares of the Company held by such corporation? If yes, specify the principles of the agreement and attach it to the questionnaire.
________________________________________________________________
________________________________________________________________
No.
E. Are you a party to an agreement of any kind whatsoever with the Company or with the shareholders or other holders of securities in the Company relating to its securities, voting rights or other rights in the Company (for example, the acquisition of shares, right of first refusal, voting agreements, mutual options and such like)? Specify the principles of the agreement and attach it to the questionnaire.
________________________________________________________________
_______________________________________________________________
______________________________________________________________
________________________________________________________________
________________________________________________________________
No.
F. Are you entitled to securities of the Company? If yes, specify:
G. Do you hold 5% or more of the issued share capital or voting power or authority to appoint one or more directors or the general manager in a specific corporation? If yes, specify:
| Name of Company/Subsidiary, Related Company |
Quantity of Shares | Percentage of Issued Share Capital and Voting Rights |
|---|---|---|
A. Specify the corporations in which you and/or any of your family members and/or relatives (including a holding jointly with others) are a stakeholder; state the holdings in such corporation on the date of completion of the questionnaire:
________________________________________________________________
________________________________________________________________
No.
A. Did you receive a fee and/or directors' remuneration from the Company? If yes, specify the amounts you received three years prior to the date of completion of this questionnaire, the name of the paying company and the type of payment:
________________________________________________________________
________________________________________________________________
No.
B. Is there an arrangement or agreement assuring you indemnification and/or insurance and/or a release in connection with any undertaking whatsoever which you are likely to make in connection with your position as director, office holder or shareholder of the Company. If yes, specify the terms of the arrangement and attach as an appendix to this questionnaire.
Directors' insurance as acceptable in the company with regard to directors
________________________________________________________________
________________________________________________________________
C. Did you or your relative receive a fee or are you entitled to receive a fee directly or indirectly from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company? If yes, specify the amounts received in the last two years only, as set forth below:
| Nature of Payment | Payment Amount | ||
|---|---|---|---|
| Year of Payment |
Nominal | ||
| After the appointment – directors' fee as acceptable in the company with regard to directors |
|||
D. Have you and/or your relatives received a fee or are you entitled to receive a fee (management fees, consulting fee and such like) from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company, directly or indirectly? If yes, specify the amounts received in the last two years.
| Nature of Payment |
Payment Amount | |
|---|---|---|
| Year of Payment |
Nominal | |
E. Is there an agreement binding the controlling shareholder of the Company, the Company, its subsidiary or a related company to pay you or your relative any payment whatsoever or to grant benefits? If yes, describe the principles of the agreement (method of calculation of payment, minimum promised, etc.) and attach it as an appendix to the questionnaire:
F. Did you or your relative receive or are you receiving directly or indirectly other benefits of any kind whatsoever from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company? If yes, specify the benefits you received in the last two years:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
G. If the reply to the previous question is yes, please specify whether you received the aforesaid benefits embodied within an agreement? If yes, describe its principles and attach it as an appendix to the questionnaire:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
H. Is there an agreement for increased retirement compensation or improved retirement terms at the time of retirement between you and the Company? If yes, specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
I. Are you entitled to shares or options of the Company, of a subsidiary and of related companies? If yes, specify:
________________________________________________________________
No.
J. Did the Company make any undertaking to allot shares, options or any other security convertible into shares? If yes, specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
________________________________________________________________
No.
A. Were you or are you and/or any of your family members and/or relatives (including a holding jointly with others) a party directly or indirectly to a transaction of any kind whatsoever with the Company, its subsidiary or a related company of the Company which was entered into in the last two years (and even if no longer in effect, or made previously but still in effect)? If yes, describe the transaction and its terms, and attach all documents relating to it (if you believe that the transaction is in the ordinary course of business – please state this):
_______________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
B. Are negotiations being conducted in connection with a transaction of the kind described in Section 7 A. above?
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
C.Is there an arrangement or agreement, except for that stated in the articles of association of the Company, which promises you indemnification or insurance with respect to an undertaking you are likely to make in connection with your position as a senior office holder or shareholder of the Company? If yes, attach a copy of the agreement:
________________________________________________________________
_______________________________________________________________
F. Did you, your relative, your partner, your employer, anyone you are directly or indirectly subordinate to or a corporation in which you are a controlling shareholder, on the date of appointment or in the two years preceding the date of appointment, have control, an employment relationship, business or professional connections generally with the Company, a controlling shareholder of the Company or a relative of a controlling shareholder? If so, please specify.
_______________________________________________________________
_______________________________________________________________
______________________________________________________________
______________________________________________________________
No.
J. Did you ever receive by virtue of your position as outside director of any company whatsoever any additional benefit beyond the remuneration and reimbursement of expenses to which you were entitled for your office as director?
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
A. In addition to the aforesaid in Section 8 above, do you or did you have an interest directly or indirectly in any agreement whatsoever or in any transaction whatsoever to which the Company, its subsidiary or its related company are a party or were a party in the two years preceding the date of completion of this questionnaire? If yes, specify the transaction or the agreement (even if it is verbal) and attach any document in connection with the transaction or this agreement:
No.
B. Are negotiations taking place in connection with a transaction of the kind described in Section 9A above? If yes, please specify:
_______________________________________________________________
______________________________________________________________
A. Are any proceedings pending against you or were you ever convicted of one of the offenses currently enumerated in Article F of Chapter 11 of the Penal Law, 5737-1977 (offenses of bribery, deceit, blackmail and extortion) or offenses of directors in a corporation or offenses of misuse of inside information? Likewise, have you been convicted of another offense where the court has determined that by reason of such offense you are unfit to serve as director of a public company? If yes, specify.
________________________________________________________________
_______________________________________________________________
______________________________________________________________
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
B. Except for parking offenses and finable offenses within the meaning of the Transport Ordinance, are there any proceedings pending against you or were you ever convicted and served the penalty for the conviction in the last ten years? If yes, specify.
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
C. Is there any legal proceeding taking place between you and the Company and/or a company under your control or a related company to you and the Company in which you are an opposing party to the Company or have you an interest in a proceeding contrary to the interests of the Company? If yes, specify.
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No.
I hereby declare that all the details given by me in reply to this questionnaire are correct and accurate and that I did not omit any detail and did not refrain from attaching any document which I was asked to deliver or attach to this questionnaire.
If there is any change in any of the details I passed on above, I will notify you immediately of the change.
I hereby confirm that I agree that you may use the details I passed on in this questionnaire, if necessary for the publication of a prospectus of the Company, as well as any report to be published after the date of this affidavit.
March 28, 2016 Yariv Avisar ( - )
_____________________ Date
_____________________ Full Name
___________________ Signature
Dear Sir or Madam,
Attached herewith is a questionnaire to be completed by the directors of Unitronics (1989) (R"G) Ltd. (hereinafter, the "Company"). If there are any questions or any explanations are required relating to the completion of the questionnaire, please contact: Advocate Gregory Irgo of Eitan Mehulal & Sadot Law Office of 10 Abba Eban Boulevard, Herzliya, tel: 09-9726000, fax; 09-9726001.
Please pass on to us the completed and signed questionnaire as soon as possible.
Please properly answer all questions in detail. In the event a question is not relevant in your case, please write: "not relevant". If the reply to a question is no, please write: "no" or "none". Wherever you are required to complete the date or time, please specify wherever possible, the day, month and year.
For the purpose of securities or voting power and the like – either alone or together with others, either directly or indirectly, by means of a trustee, a trust company, nominee company or in any other manner. In the case of a holding or acquisition by a company – also by implication, by its subsidiary or related company, and in the case of a holding or acquisition by an individual – an individual and his family members who live with him, or they are financially dependent on each other, shall be regarded as one person;
Holding or acquisition of securities in collaboration between two or more under an agreement, either written or verbal; without prejudicing the generality of the aforesaid, the following persons shall prima facie be regarded as holding or acquiring securities jointly –
A spouse, and also a sibling, parent, grandparent, child or child of spouse or spouse of any of the above;
A company in which another company holds twenty five percent or more of the nominal value of its issued share capital or its voting power or it is entitled to appoint half or more of the directors or its general manager;
An affiliated company, as well as a company in which another company – which is not its parent company – invested an amount equal to twenty five percent or more of the equity capital of the other company, either in shares or in any other manner, excluding a loan granted in the ordinary course of business.
A company in which another company – which is not its parent company – holds twenty five percent or more of the nominal value of its issued share capital or the voting power therein, or is entitled to appoint twenty five percent or more of its directors.
An outside director or individual serving in office as director who satisfies the conditions set forth below, who was appointed or classified as such according to the provisions of Chapter 1, Part 6 of the Companies Law:
A member of the board of directors of a company who satisfies the qualifying conditions for appointment, as set forth in Section 240 of the Companies Law, 5759-1999.
A director with accounting and financial expertise is a person who due to his education, experience and qualifications has a high expertise and understanding of business – accounting matters and financial statements, in a manner enabling him to thoroughly understand the financial statements of the Company and to stimulate discussion as to the manner in which the financial data is presented; an evaluation of the accounting and financial expertise of the director shall be carried out by the board of directors and shall be presented as part of the overall considerations which are, inter alia his education, experience and knowledge on the following matters:
C. Preparation and approval of the financial statements under the Companies Law and under the Securities Law.
A director with professional competence is a person who satisfies one of the following conditions:
One of the following:
An office holder, as defined in the Companies Law, as well as the chairman of the board of directors, a substitute director, an individual appointed under Section 236 of the Companies Law on behalf of a corporation serving in office as director, comptroller, internal auditor, independent authorized signatory and any person carrying out such position, even if his job description is different, in addition to any senior office holder in a corporation under the control of the corporation which has a significant influence over the corporation, and any individual engaged in the corporation in another position holding five percent or more of the nominal value of the issued share capital or voting power; for this purpose:
"Office holder" – general manager, chief business officer, deputy general manager, vice general manager, any person serving in such a position in a company, even if the title is different, as well as a director or manager directly subordinate to the general manager;
"Independent authorized signatory" – an authorized signatory having the power to bind the corporation without requiring the signature of any additional entity at the corporation for the purpose of a specific activity;
"Authorized signatory" – anyone with authority to bind the corporation or bind a corporation under the control of the corporation which is not a reporting corporation and is not a corporation to which Chapter E3 applies (hereinafter, "controlled corporation") as well as any person in a controlled corporation with authority to bind the controlled corporation by an amount exceeding five percent of the total assets in the corporation's balance sheet, according to its last audited financial statements; two or more authorized signatories who are family members are regarded as one authorized signatory;
"Obligation" – excluding a payment of tax, municipal taxes or any other compulsory payment collectible under the Taxes (Collection) Ordinance, and excluding any activity in the accounts of the corporation or controlled corporation concerning the acquisition or sale of securities, deposits, foreign currency and financial assets, as defined in the Consulting Law.
Spouse, brother or sister, parent, grandparents, children in addition to the spouse's child, brother, sister or parent and the spouse of each of the above stated.
A corporation whose controlling shareholder on the date of appointment or in the two years preceding the date of appointment, is a company or controlling shareholder thereof.
| Full name: | Gillon Beck |
|---|---|
| I.D. number | 057382780 |
| Date of birth: | 16.02.62 |
| Address for the purpose of service of process: |
34 Ha'arazim. Givat Ada |
| Telephone number: | 03-5652244 |
| Nationality: | Israel |
| Address/email address: Fax number for sending an |
34 Ha'arazim. Givat Ada 03-5652245 |
| invitation to meetings of the board of directors: |
|
| Membership in a committee or committees of the board of directors: |
No |
| Independent director or outside director: |
No |
| Director having accounting and financial expertise or professional competence: |
Yes |
| Expert outside director: | |
| Are you an employee of the company, its subsidiary, a related company or of a stakeholder therein? If so, please specify the position or the positions you are filling and the date on which you commenced in office: |
As of 2003, a senior partner in FIMI fund |
| Are you a family member of another stakeholder in the corporation or of another office holder in the corporation? If so, please specify. |
No |
| Degree/Certificate | Main Subject | Name of Academic Institution and Year Degree Earned |
|---|---|---|
| BSC | Technion 1990 | |
| Industrial Engineering | ||
| MBA | Business Management | Bar Ilan 1992 |
| Finance | ||
| Degree/Certificate | Field/Subject | Name of Academic/Professional Institution and Year Certificate/Accreditation Earned |
|---|---|---|
| Dates From and To | Name of Corporation/Institution |
Position and Area of Business |
|---|---|---|
| CV attached herewith |
||
| Dates From and To | Name of Corporation/Institution |
Position and Area of Business |
|---|---|---|
A. If you are serving in office or have served in office as director in the past, please specify the name of the corporation and the term of office.
| Dates From and To | Name of Corporation/Institution |
|---|---|
| CV attached herewith |
|
B. Specify the positions you are carrying out at the Company (including membership in a committee or committees of the Company's board of directors):
C. Are you carrying out any position whatsoever, including as an office holder or employee in a subsidiary or related company of the Company or in a stakeholder of the Company (see the definitions in the introduction to the questionnaire)? If yes, please state details:
_____________________________________________________________
________________________________________________________________
_______________________________________________________________
________________________________________________________________
__Senior Partner in FIMI Fund
A. Specify your holdings and/or the holdings of any of your family members and/or relatives (including a holding jointly with others) of securities of the Company, their nominal value, the quantity of the holding and the amount of each class of securities on the date of completion of the questionnaire and on the date 12 months prior to this:
| Name of Holder | Class of Security | On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
| See Investment Agreement of FIMI Dated March 20 |
|||||
B. Specify your holdings and/or the holdings of any of your family members and/or relatives (including a holding jointly with others) of the securities of subsidiaries and related companies of the Company, specify the class of securities, their nominal value, the quantity and rate of holding on the date of completion of the questionnaire and on the date 12 months prior to this.
| Name of Holder | Name of Company and Class of Security |
On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
C. If you and/or any of your family members and/or relatives (including a holding jointly with others) hold a specific percentage of the issued share capital or voting power or of the authority to appoint directors of a corporation holding shares in the Company or shares of its subsidiary, or in any related company directly or indirectly, specify the class of securities, their nominal value, the quantity and rate of holding on the date of completion of the questionnaire and on the date 12 months prior to this:
| Name of Holder | Name of Corporation and Class of Security |
On Date of Completion of Questionnaire |
12 Months Prior to Date of Completion of Questionnaire |
||
|---|---|---|---|---|---|
| Number of Securities |
Rate of Holding |
Number of Securities |
Rate of Holding |
||
| See Investment Agreement of FIMI Dated March 20 |
|||||
D. Did the corporation undertake to acquire or the Company undertake to sell it the shares of the Company held by such corporation? If yes, specify the principles of the agreement and attach it to the questionnaire.
________________________________________________________________
________________________________________________________________
See Investment Agreement of FIMI Dated March 20
E. Are you a party to an agreement of any kind whatsoever with the Company or with the shareholders or other holders of securities in the Company relating to its securities, voting rights or other rights in the Company (for example, the acquisition of shares, right of first refusal, voting agreements, mutual options and such like)? Specify the principles of the agreement and attach it to the questionnaire.
_____________________________________________________________
See Investment Agreement of FIMI Dated March 20
F. Are you entitled to securities of the Company? If yes, specify:
G. Do you hold 5% or more of the issued share capital or voting power or authority to appoint one or more directors or the general manager in a specific corporation? If yes, specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
| Name of Company/Subsidiary, Related Company |
Quantity of Shares | Percentage of Issued Share Capital and Voting Rights |
|---|---|---|
A. Specify the corporations in which you and/or any of your family members and/or relatives (including a holding jointly with others) are a stakeholder; state the holdings in such corporation on the date of completion of the questionnaire:
A. Did you receive a fee and/or directors' remuneration from the Company? If yes, specify the amounts you received three years prior to the date of completion of this questionnaire, the name of the paying company and the type of payment:
No_____________________________________________________________
B. Is there an arrangement or agreement assuring you indemnification and/or insurance and/or a release in connection with any undertaking whatsoever which you are likely to make in connection with your position as director, office holder or shareholder of the Company. If yes, specify the terms of the arrangement and attach as an appendix to this questionnaire.
________________________________________________________________
C. Did you or your relative receive a fee or are you entitled to receive a fee directly or indirectly from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company? If yes, specify the amounts received in the last two years only, as set forth below:
________________________________________________________________
________________________________________________________________
| Nature of Payment | Payment Amount | |
|---|---|---|
| Year of Payment |
Nominal | |
| Senior Partner In FIMI Fund | ||
| I did not receive any fee from the Company |
||
D. Have you and/or your relatives received a fee or are you entitled to receive a fee (management fees, consulting fee and such like) from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company, directly or indirectly? If yes, specify the amounts received in the last two years.
| Nature of Payment | Payment Amount | ||||||
|---|---|---|---|---|---|---|---|
| Year of Payment |
Nominal | ||||||
| Senior Partner In FIMI Fund | |||||||
E. Is there an agreement binding the controlling shareholder of the Company, the Company, its subsidiary or a related company to pay you or your relative any payment whatsoever or to grant benefits? If yes, describe the principles of the agreement (method of calculation of payment, minimum promised, etc.) and attach it as an appendix to the questionnaire:
_Not from the Company Senior Partner In FIMI Fund
F. Did you or your relative receive or are you receiving directly or indirectly other benefits of any kind whatsoever from a controlling shareholder of the Company, from the Company, a subsidiary of the Company or a related company to the Company? If yes, specify the benefits you received in the last two years:
_______________________________________________________________
______________________________________________________________
Not from the Company Senior Partner In FIMI Fund
G. If the reply to the previous question is yes, please specify whether you received the aforesaid benefits embodied within an agreement? If yes, describe its principles and attach it as an appendix to the questionnaire:
_______________________________________________________________
______________________________________________________________
There are no benefits from the Company
H. Is there an agreement for increased retirement compensation or improved retirement terms at the time of retirement between you and the Company? If yes, specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
_______________________________________________________________
______________________________________________________________
No
I. Are you entitled to shares or options of the Company, of a subsidiary and of related companies? If yes, specify:
No____________________________________________________________
________________________________________________________________
J. Did the Company make any undertaking to allot shares, options or any other security convertible into shares? If yes, specify:
_______________________________________________________________
______________________________________________________________
See Investment Agreement of FIMI Dated March 20
A. Were you or are you and/or any of your family members and/or relatives (including a holding jointly with others) a party directly or indirectly to a transaction of any kind whatsoever with the Company, its subsidiary or a related company of the Company which was entered into in the last two years (and even if no longer in effect, or made previously but still in effect)? If yes, describe the transaction and its terms, and attach all documents relating to it (if you believe that the transaction is in the ordinary course of business – please state this):
Investment Agreement of FIMI Dated March 20
B. Are negotiations being conducted in connection with a transaction of the kind described in Section 7 A. above?
________________________________________________________________
_______________________________________________________________
______________________________________________________________
_______________________________________________________________
______________________________________________________________
C.Is there an arrangement or agreement, except for that stated in the articles of association of the Company, which promises you indemnification or insurance with respect to an undertaking you are likely to make in connection with your position as a senior office holder or shareholder of the Company? If yes, attach a copy of the agreement:
See answers above
F. Did you, your relative, your partner, your employer, anyone you are directly or indirectly subordinate to or a corporation in which you are a controlling shareholder, on the date of appointment or in the two years preceding the date of appointment, have control, an employment relationship, business or professional connections generally with the Company, a controlling shareholder of the Company or a relative of a controlling shareholder? If so, please specify.
________________________________________________________________
_______________________________________________________________
______________________________________________________________
No____________________________________________________________
J. Did you ever receive by virtue of your position as outside director of any company whatsoever any additional benefit beyond the remuneration and reimbursement of expenses to which you were entitled for your office as director?
_______________________________________________________________
______________________________________________________________
_______________________________________________________________
______________________________________________________________
No______________________________________________________________
A. In addition to the aforesaid in Section 8 above, do you or did you have an interest directly or indirectly in any agreement whatsoever or in any transaction whatsoever to which the Company, its subsidiary or its related company are a party or were a party in the two years preceding the date of completion of this questionnaire? If yes, specify the transaction or the agreement (even if it is verbal) and attach any document in connection with the transaction or this agreement:
_______________________________________________________________
B. Are negotiations taking place in connection with a transaction of the kind described in Section 9A above? If yes, please specify:
________________________________________________________________
_______________________________________________________________
______________________________________________________________
______________________________________________________________
As mentioned above
A. Are any proceedings pending against you or were you ever convicted of one of the offenses currently enumerated in Article F of Chapter 11 of the Penal Law, 5737-1977 (offenses of bribery, deceit, blackmail and extortion) or offenses of directors in a corporation or offenses of misuse of inside information? Likewise, have you been convicted of another offense where the court has determined that by reason of such offense you are unfit to serve as director of a public company? If yes, specify.
No______________________________________________________________ ___
B. Except for parking offenses and finable offenses within the meaning of the Transport Ordinance, are there any proceedings pending against you or were you ever convicted and served the penalty for the conviction in the last ten years? If yes, specify.
_______________________________________________________________
______________________________________________________________
_ No______________________________________________________________ __
C. Is there any legal proceeding taking place between you and the Company and/or a company under your control or a related company to you and the Company in which you are an opposing party to the Company or have you an
_______________________________________________________________
______________________________________________________________
interest in a proceeding contrary to the interests of the Company? If yes, specify.
__ No______________________________________________________________ _ _______________________________________________________________
I hereby declare that all the details given by me in reply to this questionnaire are correct and accurate and that I did not omit any detail and did not refrain from attaching any document which I was asked to deliver or attach to this questionnaire.
______________________________________________________________
If there is any change in any of the details I passed on above, I will notify you immediately of the change.
I hereby confirm that I agree that you may use the details I passed on in this questionnaire, if necessary for the publication of a prospectus of the Company, as well as any report to be published after the date of this affidavit.
___28.03.2016__________
Date
Gillon Beck_ Full Name
___________________ Signature
( - )
| Compensation receiver details | Compensation for services* | Other compensation* | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Percentage holding of corporation's |
Bonus | Share – based |
Management | Consulting | Rental | ||||||||
| Name | Position | scope | equity | Salary | * | payment | fees | fees | Commission | Other** | Interest | fees | Other** | Total |
| Haim | CEO | 100% | )1( 61.38% |
1,243 | 894 | - | - | - | - | - | - | - | - | 2,137 |
| Shani | )2( | |||||||||||||
| Bareket | Director, | 100% | 709 | - | - | - | - | - | - | - | - | - | 709 | |
| Shani | Deputy | |||||||||||||
| CEO and | ||||||||||||||
| VP | ||||||||||||||
| Human | ||||||||||||||
| Resources | ||||||||||||||
| Amit Ben | Chairman | 55% | 684 | 492 | - | - | - | - | - | - | - | - | 1,176 | |
| Zvi (3) |
of the | |||||||||||||
| Board of | ||||||||||||||
| Directors |
(1) As of 31.12.15
(2) Since 2005, Mr. Shani is entitled to an annual bonus for each calendar year and as long as he is employed as CEO of the Company, 7.5% of the pre – tax profit in the same year (cost to the Company). The calculation is for every year anew (not cumulative). The current amendment to the agreement sets forth a maximum bonus amount of NIS 1,140 thousand (linked to the CPI known on the closing date stated in the report to which this appendix is attached).
(3) The salary to which Mr. Amit Ben-Zvi would have been entitled if he had been serving as Chairman of the Board of Directors in 2015 under the terms of the transaction - 55% of the salary of the CEO, Mr. Haim Shani.
* The amounts of compensation shall be in terms of the cost to the Company.
** Other – the type of compensation is to be specified
There is a lease agreement between the Company and a company controlled by the controlling shareholder, Mr. Haim Shani, the main points of which are as follows:
Unitronics House - leased from the controlling shareholder: In addition to the floors used in full by the Company, the Company leases space on private floors from a company owned by its controlling shareholder, in accordance with its changing needs from time to time, under identical terms to those of space leased on the private floors by third parties, which also reflects the customary leasing terms in Airport City in general, As of the date of this report, the lease ends on August 1, 2018, subject to the right of the Company to terminate it at any time with prior notice of three months, in accordance with a decision by the Audit Committee of the Company. As part of this lease the Company leases approximately 1,106 square meters of office space in Unitronics House, as well as 30 parking spaces. The leasing fees are NIS 74 per square meter per month, linked to the CPI of June 2009 (plus management fees to Airport City of NIS 4.5 per square meter per month, linked to the CPI of October 1999 and management fees of NIS 12.96 per square meter per month, linked to the CPI of March 2015, to Unitronics Management, which provides management and maintenance services to Unitronics House).
The leasing fee for the parking spaces is NIS 350, linked to the CPI of June 2009, for each parking space. The total cost of the leasing to the Company under the lease agreement is approximately NIS 124 thousand per month (in accordance with the linkage terms listed above).
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