Pre-Annual General Meeting Information • Mar 31, 2016
Pre-Annual General Meeting Information
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Summary of proposed resolution: 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.
3.1.2. Approval of an amendment to employment agreement of Mr. Haim Shani, Chairman (till the date of complition of the transaction (the: "closing date")), CEO and controlling shareholder of the Company, as detailed in section 3.9 to the convening report.
Summary of proposed resolution: Approve, subject to closing of the transaction, the amendment to Mr. Shani's employment agreement, effective as from the transaction closing date.
3.1.3. Amendment to the Company's Article, as detailed in section 3.10 to the convening report.
Summary of proposed resolution: 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.
3.1.4. Amendment of the Company's compensation policy.
Summary of proposed resolution: 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.
Summary of proposed resolution: 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.
3.1.5.2. Subject to approval of the appointment of Ms. Granot as external Director of the Company, 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 the Corporate Regulations (Rules for remuneration and expense reimbursement for external Board members), 2000 (herein: "the External Board Member Remuneration Regulations") in the fix amount specified in said Regulations (and reimbursement of expenses as stated in those regulations).
Summary of proposed resolution: Subject to appointment of Ms. Granot as external Director of the Company, 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).
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.
Summary of proposed resolution: Subject to closing 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.As
3.1.6.2. Subject to approval of the appointment of each of Messrs. Avisar and Beck as Directors 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 Directors, 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 Directors of the Company and to Directors who are not officers of the Company, of annual remuneration and attendance remuneration equal to the fixed Amount, as set forth in External Board Member Remuneration Regulations, in conformity with the relevant rating of Company equity.
Summary of proposed resolution: Subject to approval of the appointment of each of Messrs. Avisar and Beck as Directors 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).
3.1.6.3. Subject to the appointment of each of Messrs. Ben-Zvi, Avisar and Beck as Directors 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 Director and officer liability insurance policy, in conformity with the Company's compensation policy, as from their appointment date as Directors.
Summary of proposed resolution: Subject to the appointment of each of Messrs. Ben-Zvi, Avisar and Beck as Directors 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 Director and officer liability insurance policy, in conformity with the Company's compensation policy, as from their appointment date as Directors.
3.1.7. 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.
Summary of proposed resolution: 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.
3.2. 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, as detailed in section 4 to the convening report.
Summary of proposed resolution: 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 Director, 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.
3.3. 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 Directors and officer liability insurance policy.
Summary of proposed resolution: 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 Director, 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.
Any shareholder may, at his request, inspect the text of the proposed resolutions, the text of the immediate report issued by the Company in connection with the Meeting, and the attachments thereto, and the voting instrument, at Unitronics House, 3 Arava St., Airport City, Lod, Israel, Sunday through Thursday, during regular business hours, by prior arrangement with Mr. Gavriel Badusa (telephone 03-9778888, fax 03-9778877), up to the day of the Meeting.
| Candidate's name |
Membership on committees of the Company's Board of Directors |
Year in which his tenure as a Director of the Company began |
Accounting and financial expertise |
Changes compared to the details appearing in the periodic report |
|
|---|---|---|---|---|---|
| Rivka Granot |
Intended to serve as a member of the Compensation, Audit and Financial Statements Review Committees |
2016 | Yes | N/A | |
| Yariv Avisar | -- | 2016 | No | N/A | |
| Amit Ben Zvi |
-- | 2016 | Yes | N/A | |
| Gillon Beck | -- | 2016 | Yes | N/A |
6.1. The required majority for the approval of the items on the agenda is a majority of the votes of shareholders who are entitled to attend the Meeting and who participate in the vote, provided one of the following is fulfilled: (a) The count of the majority of the votes at the Meeting must include a majority of all the votes of shareholders who do not have a personal interest in the approval of the transaction and who are not controlling shareholders of the Company in the approval of the appointment of the external director, excluding a personal interest that does not result from the shareholder's relationship with the controlling shareholder, participating in the vote, without taking into account abstentions of such shareholders; or (b) The total number of dissenting votes among shareholders as set forth in section (a) above, is not more than two percent of the total voting rights in the Company.
6.2. Without derogating from section 6.1 above, the required majority to approve the item specified in section 3.1.3 above, is a majority of 75% of the votes of shareholders who are entitled to attend the meeting and voting.
All the items above require the shareholders participating in the vote by this voting instrument to disclose the existence or absence of an interest or another characteristic of the shareholder as prescribed in the Companies Law and the regulations pursuant thereto. In Part Two of this voting instrument, space is allocated for marking off the existence or absence of an interest or other characteristic of the shareholder, as prescribed in the Companies Law and the regulations pursuant thereto, and for detailing such interest, if it exists, in all the items above. It is emphasized that the vote of someone who did not mark off the existence or absence of an interest or another characteristic of the shareholder as stated, or did not provide details as stated, will not be included in the count of the votes at the Meeting.
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.
The Company's offices as detailed in Section 4 above.
Up to ten days after the record date, i.e. up to April 29, 2016 (the "Deadline for Sending Shareholders' Position Statements").
No later than five days after the Deadline for Sending Shareholders' Position Statements.
A shareholder may, if he so requested, receive the certificate of title at a branch of the Stock Exchange member or through the post. Such a request will be submitted in advance for a particular securities account.
An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the voting instrument and the position statements on the Distribution Site, from the Stock Exchange member through whom he holds his shares, unless he notified the Stock Exchange member that he does not wish to receive such a link, or that he wants to receive voting instruments by post against payment. A notice concerning voting instruments will apply also to the receipt of position statements.
One shareholder or more holding shares at a rate equivalent to five percent or more of the total voting rights in the Company, and a shareholder holding such a percentage out of the total voting rights not held by the Company's controlling shareholder as this term is defined in Section 268 of the Companies Law ("controlling shareholder"), is entitled, following the convening of the Meeting, to inspect the voting instruments as set forth in Regulation 10 of the Regulations, in person or through a proxy, at the Company's offices, during regular business hours.
Following the publication of the voting instrument there may be changes in the agenda of the Meeting, including the addition of an item to the agenda, and position statements may be published. It will be possible to read the up-to-date agenda and the position statements that have been published in the Company's reports on the Distribution Site.
If the Company has published an amended notice as provided in Regulation 5B of the Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 5760-2000, it must issue an amended text of the voting instrument pursuant to this regulation on the day of publication of the amended notice, and in any event no later than April 14, 2016.
A shareholder will indicate his manner of voting on each item on the agenda in the second part of this voting instrument.
Company's address (for delivery and sending of voting instruments): Unitronics House, 3 Arava St.,
Airport City, Lod, Israel
Company No.: 520044199
Time of Meeting: May 9, 2016
Class of Meeting: Extraordinary and General Meeting
Record Date: April 6, 2016
| Shareholder's name: _________ |
|---|
ID No.: _________________________________
If the shareholder does not have an Israeli identity card:
Passport No.: _________________________________
Issuing country: _________________________________
Valid until: _________________________________
If the shareholder is a corporation:
Corporation No.: _________________________________
Country of incorporation: _________________________________
Is the shareholder among one of the classes of share's owners below: 1
| 1. | Interested Party2 | Yes/No |
|---|---|---|
| 2. | Senior Officer3 | Yes/No |
| 3. | Institutional investor4 | Yes/No |
1 Please circle the appropriate option in each of the sections
2 As defined in section 1 to the Securities Law
3 As defined in section 37(D) to the Securities Law
4 As this term is defined in Regulation 1 of the Financial Services Control (Provident Funds) (Participation of a Management Company in General Meetings) Regulations, 5769-2009, and a manager of a joint investment trust fund, within the meaning of the Joint Investment Trust Law, 5754-1994.
| Matters on the agenda | Manner of Voting5 | Are you a controlling shareholder, having a personal interest in the decision, Senior Officer or an institutional investor6 ? |
|||
|---|---|---|---|---|---|
| For | Against | Abstain | Yes* | No | |
| 1. Approval of the transaction of the Company with FIMI Fund, as detailed in the convening report, including: |
|||||
| 1.1 Approve engagement by the Company of the Transaction described in section 3 to the convening report 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. |
|||||
| 1.2 Approve, subject to closing of the transaction, the amendment to Mr. Shani's employment agreement, effective as from the transaction closing date. |
|||||
| 1.3 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. |
|||||
| 1.4 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. |
|||||
| 1.5 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; Subject to appointment of Ms. Granot as external Director of the Company, 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 Director Remuneration Regulations, in the fix amount specified in said Regulations (and reimbursement of expenses as stated in those regulations); Subject to approval of the appointment of Ms. Granot as external Director 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 Director and officer liability insurance policy, all as from the effective start date of their appointment as external Director of the Company and in conformity with the Company's compensation policy. |
* Specify
5 Not marking shall be considered avoiding a vote on the same topic
6 A shareholder who shall not complete this column or who marks yes without detailing, his vote shall not be counted
| Matters on the agenda | Manner of Voting7 | Are you a controlling shareholder, having a personal interest in the decision, Senior Officer or an institutional investor8 ? |
|||
|---|---|---|---|---|---|
| Against | Abstain | Yes* | No | ||
| 1.6 Subject to closing 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; Subject to approval of the appointment of each of Messrs. Avisar and Beck as Directors 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); Subject to the appointment of each of Messrs. Ben Zvi, Avisar and Beck as Directors 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 Director and officer liability insurance policy, in conformity with the Company's compensation policy, as from their appointment date as Directors. |
|||||
| 1.7 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. |
|||||
| 2. 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 Director, 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. |
|||||
| 3. 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 Director, Deputy CEO and VP, Human Resources, worded as the Letter of Indemnification in Use, and include Mr. and Ms. Shani on the Company's Directors 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. |
* Specify
7 Not marking shall be considered avoiding a vote on the same topic
8 A shareholder who shall not complete this column or who marks yes without detailing, his vote shall not be counted
* Please specify if you are a controlling shareholder, having a personal interest in the decision, Senior Officer or an institutional investor
______________________________________________________________________________
______________________________________________________________________________
Date: _____________ Signature: ___________________________
With respect to shareholders who hold shares through a Stock Exchange member (per Section 177(1)) – this voting instrument is valid only with a certificate of title attached to it, except in cases where the vote is via the Internet.
With respect to shareholders who are registered in the Register of Shareholders – the voting instrument is valid with an attached photocopy of an ID card / passport / certificate of incorporation.
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