Related Party Transaction • May 20, 2015
Related Party Transaction
Open in ViewerOpens in native device viewer
UNITRONICS (1989) (R"G) LTD.
PRESS RELEASE Airport City, Israel May 20, 2015
Airport City, Israel – May 20, 2015 – 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.
Unitronics (1989) (R"G) Ltd. is an Israeli company that engages, through its Products Department, in the design, development, production, marketing and sale of industrial automation products, mainly Programmable Logic Controllers ("PLCs"). PLCs are computer-based electronic products (hardware and software), used in the command and control of machines performing automatic tasks, such as production systems and automatic systems for industrial storage, retrieval and logistics. The Company also engages, through its Systems Department and/or its subsidiaries, in the design, construction and maintenance services in the framework of projects for automation, computerization and integration of computerized production and/or logistics systems, mainly automated warehouses, automated distribution centers and automated parking facilities. The Company's PLCs are distributed by over one hundred and forty distributors (and a wholly owned US subsidiary) in approximately fifty countries throughout Europe, Asia, America and Africa. The services of the Systems Department are provided to customers in Israel and also outside Israel.
This press release contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks and other factors which may be outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as projected, anticipated, believed, estimated, expected or intended.
Under Regulation 2 of the Securities (Transaction Between a Company and a Controlling Shareholder Therein) Regulations, 2001
______________ Explanation: complete whether a preliminary report was submitted.
Explanation: complete whether an amended report.
No. Type of Transaction
| 1. | Approval of a lease agreement from a company controlled by the Company's controlling shareholder and his wife |
_____ |
|---|---|---|
Audit committee's grounds for reasonableness of term allotted ____________
Transaction for provision of services/terms of office and transaction Duration of term of transaction in months ____________
7A. If there is a transaction involving a private offering, please complete the following details:
Type of offering: ______________
Securities allotted
| No. | Type of security |
No. of security allotted on Stock Exchang e (if listed) |
Quantity allotted |
Amount the allotted securitie s vest in voting rights |
Amount the allotted securitie s vest in equity |
|---|---|---|---|---|---|
| 1. | _ _ |
__ |
__ |
__ |
__ |
Explanation: the amount will be calculated according to the rights in the company before the offering; in the event convertible securities are allotted, please note the amount that were converted or realized.
The company approached the Stock Exchange on _____ to obtain approval of the listing for trading of the shares offered or deriving from the securities offered under this report.
Financial statements were not attached to the report under Regulation 6 (1); name of auditor ________
Review report / opinion of auditor on financial statements attached, identical to the original signed copy delivered to the company.
| No. | Name of person providing opinion | Date of validity of opinion |
|---|---|---|
| 1. | ____ | ____ |
Explanation: do not state in this section the auditor's opinions or review reports
Mr. Gavriel Badusa, serving as Chief Financial Officer of the company, is the company's representative for the purpose of handling this immediate report. Address: Unitronics House, Airport City, Lod. Telephone: 03- 9778888; fax: 03-9778877
securities offered ______________ =0.03%* _____________. Total fee amount ___________
Fee paid on _______ by payment slip number _______________.
Explanation: value of securities shall be calculated as determined in the Regulations.
Details of the meeting shall be reported in Form T460.
Name of signatory: Gavriel Badusa Signatory's position in company: Chief Financial Officer
Unitronics (1989) (R"G) Ltd.
("The Company")
May 20, 2015
An Immediate Report is hereby issued on the convening of an annual and extraordinary General Meeting of shareholders of the Company the agenda of which includes the items set forth below and a transaction report in accordance with the Companies Law, 5759-1999 (the "Companies Law"), the Companies Regulations (Notice of General Meetings and Class Meetings in Publicly Owned Companies), 5760-2000, Companies Regulations (Written Votes and Position Papers), 5766-2005, Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000, Securities Regulations (Periodic and Immediate Reports), 5730-1970 (the "Periodic and Immediate Reporting Regulations") and Securities Regulations (A Transaction between a Company and a Controlling Shareholder Therein), 2001 ("Controlling Shareholders Regulations"). The meeting will convene on Thursday, July 16, 2015 at 12:00 a.m. (Belgium time) at the Zaventem Sheraton Hotel in Brussels, Belgium.
additional three-year period beginning August 1, 2015 (the date of expiry of the previous lease), pursuant to section 275(A) of the Companies Law.
The Company mainly operates from facilities in the "Unitronics Building", an office and industry building situated in Airport City near the David Ben Gurion Airport, where the Company leases 1,295 square meters of floor area with adjacent courtyards from the Israel Land Administration since August 2000. In addition, the Company leases from a company controlled by Mr. Haim Shani, the controlling shareholder, chairman of the board of directors and CEO of the Company, and Mr. Bareket Shani, Mr. Shani's wife, a member of the board of directors and head of human resources at the Company, 1,106 square meters of floor area in Unitronics Building. Pursuant to the agreement which will expire in July 2015. Therefore, given its current needs, the Company decided to continue leasing these spaces in accordance with the terms set forth below.
The term of the lease pursuant to the current lease contract between the Company and Sky City Office Center for Knowledge Intensive Industries Limited (hereinafter - "Sky City"), a company controlled by Mr. Haim Shani, CEO, Chairman of the Board of Directors and controlling shareholder of the Company and his wife, Mrs. Bareket Shani (who is also a senior officer and director in the Company), which was signed in 2009, amended in 2011 and extended in 2012 for 3 additional years (the contract from 2009, as amended in 2011 and extended in 2012 shall hereinafter be referred to as – "the Previous Lease"), will expire at the end of July 2015.
Under the Previous Lease, the Company leased 1,106 square meters of floor area ("the leased space") for a monthly fee of NIS 65 per square meters and in total NIS 72,000 per month (hereinafter – "space rent"), linked to the Consumer Price Index for June 2009 (hereinafter – "the CPI") and 30 parking spaces (hereinafter – "the parking spaces") for a monthly fee of NIS 250 per place and in total NIS 7,500 for 30 parking spaces. In addition, the Company paid monthly management and maintenance fees of NIS 5.8 per square meter (which comprise nominal monthly maintenance fees of NIS 4.5 per square meter plus linkage differences to the October 1999 CPI; and in total NIS 6,400) for Airport City's management and maintenance services ("Keshet", "Keshet Maintenance Services", "Keshet Maintenance Fees") as well as monthly management and maintenance fees of NIS 9.5 per square meter (in total NIS 10,500) for the management and maintenance services of the Unitronics Building Management and Maintenance (2003) Ltd. ("Unitronics Maintenance", "Unitronics Maintenance Services", "Unitronics Maintenance Services"), a subsidiary wholly owned by the Company. The total rent paid by the Company, pursuant to the Previous Lease, for the space rent, parking spaces, Unitronics Maintenance Fees and Keshet Maintenance Fees, plus linkage differences as specified above, is NIS 105,000 per month (linked until the March 2015 CPI).
The Company needs to continue using the offices and facilities in the leased space in Unitronics Building, in view of the volume and complexity of its business activities and the number of staff employed by the Company. The continued lease of the leased space in Unitronics Building will allow the Company to continue its operations efficiently from the same building, without incurring transition expenses and/or costs by scattering its corporate headquarters among several sites.
Since the Previous Lease will expire at the end of July 2015, a) on December 25, 2014 the Company held audit committee meeting , and on May 18, 2015, held audit committee meeting, which discussed and approved, and b) on December 25, 2014 and May 18, 2015, Board meetings which discussed and on May 20, 2015 Board meeting which re-discussed and approved , subject to the general meeting's approval, the Company's new lease contract with Sky City, which will enter into force on August 1, 2015 (hereinafter – "the New Lease"), under the following terms and conditions:
The New Lease includes terms from the Previous Lease, which have been revised as follows: the space rent is NIS 74 per square meter and NIS 82,000 per month in total ("the New Space Rent") linked to the CPI as defined above; the monthly fee for a parking space is NIS 350 and NIS 10,500 in total, linked to the CPI as defined above, for 30 parking spaces; Keshet Maintenance Fees are NIS 4.5 per square and NIS 5,000 in total linked to the October 1999 CPI; Unitronics Maintenance Fees is NIS 12.96 per square meter and NIS 14,330 in total, linked to the March 2015 CPI. The term of the lease under the New Lease is 36 month, commencing from August 1, 2015, subject to the Company's right, in line with the audit committee's decision, at any time, to terminate the New Lease with a 3-month prior notice, without penalty. The Company is not required to provide guarantees under the New Lease. The other terms of the New Lease, including the size of the leased space and the number of parking spaces, are identical to the terms of the Previous Lease. The total rent to be paid by the Company, pursuant to the New Lease, for the space rent, parking spaces, Unitronics Maintenance Fees and Keshet Maintenance Fees, plus linkage differences as specified above, is NIS 124,000 per month (linked until the March 2015 CPI).
Mr. Shani and Mrs. Shani have a personal interest in the approval of the transaction, due to the fact that the party to the transaction (Sky City) is a company controlled by them and since they are a married couple.
5.1 Time and place of the meeting: Notice is hereby given of the convening of an Annual General Meeting of the Company's shareholders, which is to convene at the Zaventem Sheraton Hotel in Brussels, Belgium, on Thursday, July 16, 2015, at 12:00 a.m. (Belgium time).
The quorum in accordance with the Company's articles will be constituted when two shareholders are present, in person or by proxy, holding at least thirty percent (30%) of the total voting rights in the Company. If a quorum is not present within half an hour from the time set for the commencement of the General Meeting, the Meeting will be adjourned by a week, to the same day, time and place. A quorum at an adjourned meeting will be constituted when two shareholders are present, in person or by proxy, regardless of the percentage of votes represented by them.
The number of shares equivalent to 5% of the total voting rights in the Company is: 500,116 ordinary shares of the Company (taking into account dormant shares that do not confer voting rights).
The number of shares equivalent to 5% of the total voting rights in the Company not held by the controlling shareholder is: 193,138 ordinary shares of the Company (taking into account dormant shares that do not confer voting rights).
This immediate report, the documents referred to therein, and the full text of the resolutions on the agenda of the General Meeting are available for review at the Company's offices at Unitronics House, Airport city, Lod on Sunday through Thursday, during regular business hours and after prior coordination with Mr. Gavriel Badusa (telephone 03-9778888, fax 03-9778877), until the date of the General Meeting,. The Company's financial statements can be reviewed via the Securities Authority's website (http://www.magna.isa.gov.il/) (the "Dissemination Site"), and on the Company's website (http://www.unitronics.com/).
Unitronics (1989) (R"G) Ltd.
("The Company")
May 20, 2015
The Securities Authority
The Tel Aviv Stock Exchange Ltd.
An immediate report is hereby issued on the convening of an Annual and Extraordinary General Meeting of the Company's shareholders ("the Meeting"), the agenda of which includes the matters detailed below and a transaction report, in accordance with the Companies Law, 5759-1999 (the "Companies Law"), the Companies Regulations (Notice of General Meeting and Class Meeting in a Public Company), 5760-2000, the Companies Regulations (Written Votes and Position Statements), 5766-2005, the Companies Regulations (Proof of Ownership to a Share for Voting at a General Meeting), 5760-2000, the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (the "The Periodic and Immediate Reporting Regulations"), and Securities Regulations (A Transaction Between a Company and a Controlling Shareholder Therein), 2001 (the "Controlling Shareholder Regulations").
Notice is hereby given of the convening of an Annual and Extraordinary General Meeting of the Company's shareholders ("the Meeting"), which is to convene at the Zaventem Sheraton Hotel in Brussels, Belgium, on Thursday , July 16, 2015, at 12:00 a.m. (Belgium time).
2.1 Presentation of the Company's audited financial statements, the Company's Board of Directors report on the state of affairs of the corporation, including the fee of the Company's auditors in respect for auditing actions and their fee for other actions, and the periodic annual report (in the Barnea Committee's format) for the year ended December 31, 2014.
To approve that the Company's audited financial statements, the Company's Board of Directors report on the state of affairs of the corporation, including the fee of the Company's auditors in respect for auditing actions and their fee for other actions, and the periodic annual report (in the Barnea Committee's format) for the year ended December 31, 2014, have been presented to the General Meeting of the Company.
Summary of the proposed resolution: to re-appoint Amit Halfon, CPA, as the Company's auditors for 2015 and for the period up to the next annual General Meeting of the Company's shareholders and to authorize the Company's Board of Directors to determine their fee.
Appointment of Mr. Zvi Livne for an addition term as director (Category B) of the Company, up to the date of the annual general meeting of the Company for 2018, in accordance with the Company's articles (for details on Mr. Zvi Livne see Section 4.10 of the Company's Annual and Periodic Report for 2014 as published on March 12, 2015 – Reference No: 2015-01-050227 ). A statement by Mr. Zvi Livne, that he is in compliance with the conditions required for his appointment as director of the Company in accordance with the provisions of Section 224B of the Companies Law and Regulation 36B(A)(10) of the Reporting Regulations, is attached to this report as Appendix A. In its meeting dated May 18, 2015, the Company's board of directors determined that Mr. Livne has accounting and financial expertise.
During 2014 the percentage of participation of Mr. Livne in the Board of Directors' meetings was 95% while in committee meetings in which he is a member it was 100%. In the first and second quarter of 2015 until the date of publication of this report, the percentage of participation of Mr. Livne in Board of Directors meetings and in committee meetings was 92%.
Summary of the proposed resolution: to appoint of Mr. Zvi Livne as director (category B) of the Company for an additional term up to the date of the annual general meeting of the Company for 2018, in accordance with the Company's articles.
Subject to the approval of Mr. Livne's appointment as director of the Company, to reapprove the payment of participation fee and annual remuneration to Mr. Livne, in accordance with the Company's remuneration policy. For additional details on the remuneration paid to directors of the Company, including Mr. Livne, see section 24 of the Company's remuneration policy as published in an immediate report on the convening of a general meeting, dated November 17, 2013, reference no: 2013-01- 193608, which is hereby included by way of reference (hereinafter – "the Remuneration Policy"); In the past, the audit committee, the Board of Directors of the Company and the general meetings of its shareholders have approved, from time to time (in separate meetings held between 2011 and 2008) payment to external directors of the Company as well as to directors that are not officers of the Company, of annual remuneration and participation fee at the "fixed amount" specified in the Second and Third Addendum to the Companies Regulations (Rules regarding Compensation and Expenses to External Directors – 2000) (hereinafter – "External Directors Compensation Regulations") and in line with the Company's relevant rating at the time.
Summary of the approved resolution: to re-approve the payment of participation fee and annual remuneration to Mr. Zvi Livne, in accordance with the Company's Remuneration Policy and the Compensation Regulations, at the fixed amount, as the term is defined in said regulations.
Subject to the approval of Mr. Livne's appointment as director of the Company, to reapprove a letter of exemption and indemnification to Mr. Livne, in the same wording that was approved and signed with other directors of the Company (for additional details, including the text of the letter of indemnification used by the Company, see immediate report on indemnification of officers, reference no: 2011-01-282483 (hereinafter – "Standard Indemnification Letter") and Mr. Livne's inclusion in the Company's directors and officers insurance, all in accordance with the Company's Remuneration Policy.
Summary of the approved resolution: to re-approve a letter of exemption and indemnification to Mr. Zvi Livne, in the wording of the Standard Indemnification Letter, and Mr. Livne's inclusion in the Company's directors and officers insurance, in accordance with the Company's Remuneration Policy.
Following the Company's intention to appoint an additional external director for the Company, and pursuant to the provisions of section 65(a) of the Company's Articles of Association, which limit the number of members in the Company's Board of Directors to six only (including external directors), where on the date of this report there are six members on the Board of Directors, on December 25, 2014, the Company's Board of Directors decided to recommend to the general meeting of Company shareholders to approve an amendment to the Company's Articles whereby the maximum number of Board members (including external directors) will increase from six to eight (8), all as set forth in the text attached as Appendix B to this report.
Summary of the approved resolution: to re-approve the amendment to the Company's Articles of Association, as set forth in the text attached as Appendix B to this report.
The appointment of Mr. Doron Shinar as an external director of the Company for a period of three years, in accordance with the Company's Articles. The statement by Mr. Shinar, that he is in compliance with the conditions required for their appointment as directors of the Company in accordance with the provisions of Section 224 and 241(A) of the Companies Law is attached to this report as Appendix C. Details on Doron Shinar, in accordance with Regulation 36B(A)(10) of the Periodic and Immediate Regulations are attached to this report as Appendix D. In its session on May 18, 2015, the Company's Board of Directors determined that Mr. Shinar has accounting and financial expertise.
Summary of the proposed resolution: to appoint Mr. Doron Shinar as external director of the Company for a three-year term, beginning on the date of approval of the meeting.
Subject to the approval of Mr. Shinar's appointment as external director of the Company, and beginning on the date of his appointment as stated in section 2.7 above, to approve the payment of participation fee and annual remuneration to Mr. Doron Shinar, in accordance with the Company's Remuneration Policy and the External Directors Compensation Regulations, at the fixed amount, as it is defined in said regulations.
Summary of the approved resolution: to approve the payment of a participation fee and annual remuneration to Mr. Doron Shinar, in accordance with the Company's Remuneration Policy and the External Directors Compensation Regulations, at a fixed amount as it is defined in said regulations, commencing from the date of his appointment as an external director.
Subject to the approval of Mr. Shinar's appointment as external director of the Company, and commencing from the date of his appointment as stated in section 2.7 above, to approve a letter of exemption and indemnification to Mr. Shinar, in the wording of the Standard Letter of Indemnification that was approved and signed with the other directors of the Company and Mr. Shinar's inclusion in the Company's directors and officers insurance, all in accordance with the Company's Remuneration Policy.
Summary of the approved resolution: to approve a letter of exemption and indemnification to Mr. Doron Shinar, in the wording of the Standard Indemnification Letter, and Mr. Shinar's inclusion in the Company's directors and officers insurance, in accordance with the Company's Remuneration Policy, commencing from the date of his appointment as an external director.
Approval of a lease agreement with a company controlled by Mr. Haim Shani, the controlling shareholder of the Company, as specified in section 3 below.
Summary of the approved resolution: to approve a lease agreement with a company controlled by Mr. Haim Shani, the controlling shareholder of the Company, and Mrs. Bareket Shani, Mr. Shani's wife, for a period of three years commencing on August 1, 2015, in accordance with Section 275(A) of the Companies Law, pursuant to the terms of the New Lease as it is defined in this report below.
discussed and approved, subject to the general meeting's approval, the Company's new lease contract with Sky City, which will enter into force on August 1, 2015 (hereinafter – "the New Lease"), under the following terms and conditions:
3.5 The terms of the New Lease were taken from the Previous Lease and revised as follows: the space rent is NIS 74 per square meter and NIS 82,000 per month in total ("the New Space Rent") linked to the CPI as defined above; the monthly fee for a parking space is NIS 350 and NIS 10,500 in total, linked to the CPI as defined above, for 30 parking spaces; Keshet's Maintenance Fees are NIS 4.5 per square meter and NIS 5,000 in total, linked to the October 1999 CPI; Unitronics Maintenance Fees is NIS 12.96 per square meter and NIS 14,330 in total, linked to the March 2015 CPI. The term of the lease under the New Lease is 36 month, commencing from August 1, 2015, subject to the Company's right, in line with the audit committee's decision, at any time, to terminate the New Lease with a 3-month prior notice, without penalty. The Company is not required to provide guarantees under the New Lease. The other terms of the New Lease, including the size of the leased space and the number of parking spaces, are identical to the terms of the Previous Lease. The total rent to be paid by the Company, pursuant to the New Lease, for the space rent, parking spaces, Unitronics Maintenance Fees and Keshet Maintenance Fees, plus linkage differences as specified above, is NIS 124,000 per month (linked until the March 2015 CPI).
Mr. Shani and Mrs. Shani have a personal interest in the approval of the transaction, due to the fact that a party to the transaction (Sky City) is a company controlled by them and since they are a married couple and serve as senior officers of the Company.
6.1 A detailed review was presented to the audit committee and Board of Directors of the Company (hereinafter – "the Detailed Review"), at management's request, the results of which were validated by a certified real estate appraiser, as set forth below. The Detailed Review provided information on (a) transactions conducted in the years 2013-2014 in connection with the leasing of Keshet's facilities and the terms thereof, taking into account the quality of the building and management services rendered. The Detailed Review included rental prices charged by Keshet (ranging between NIS 70-92 per square meter, excluding management and maintenance fees and municipal prices, at an average price of NIS 78.5 per square meter); the Review stated that said prices were in nominal terms as of the date of signature of the original agreements and do not include linkage to CPI as customary in lease agreements; and (b) the management fees paid in the area in respect of leases (which primarily range between NIS 12 – NIS 16 per square meter). The data presented to the audit committee and the Board of Directors of the Company, as aforesaid, showed that both the market rent and management fees exceed those offered under the New Lease.
properties and therefore, a proper competitive process cannot be conducted; (b) when examining alternatives for the floors leased by the Company in Unitronics Building, in other buildings, it is necessary to consider non-recurring and current expenses, which would be incurred if the Company split its operations and transferred some of them to another site, as well as the control and management complexities associated with split operations. For this reason, a competitive process is irrelevant in this case.
In the two years preceding the date of approval of the transaction by the audit committee and the Board of Directors of the Company, no transactions of this kind or similar transactions were signed, and on the date of approval thereof by the audit committee and the Board of Directors of the Company, no transactions of this kind or similar transactions between the Company and its controlling shareholder were in effect, nor had the controlling shareholder a personal interest therein, except as specified in section 3 above regarding the Previous Lease. For additional details on the Previous Lease, see immediate report on a Transaction Between the Company and a Controlling Shareholder Therein dated June 18, 2009, reference no: 2009-01-145188, immediate report on the Results of a Meeting dated July 29, 2009, reference no: 2009- 01-182697, immediate report on the Results of a Meeting regarding Approval of a Transaction with the Controlling Shareholder and/or Approval of a Private Offer dated July 29, 2009, reference no: 2009-01-182700, immediate report on a Transaction with a Controlling Shareholder or with a Director which Does not Require Approval by the General Meeting dated March 27, 2011, reference no: 2011-01-094152, immediate report in a Transaction between the Company and a Controlling Shareholder Therein dated March 29, 2012, reference no: 2012-01-086748, immediate report on the Results of a Meeting dated June 14, 2012, reference no: 2012-01-156780, which are hereby included by way of reference.
The audit committee and Board of Directors of the Company approved the transaction for the following reasons:
9.5 The continued managing of the Company's under one roof, while having the option to terminate the contract at any time will enable the Company to adjust its expenses in line with its needs, justifying the cost of the lease in the premises.
9.6 Given the unique circumstances of the matter, as detailed above, it was determined that a competitive process would be irrelevant, and that other processes which were implemented prior to the approval of the transaction (a validation of these data by a certified real estate appraiser), adequately fulfil the requirements of Section 117(1B) of the Companies Law.
13.1 The majority required for approval of the items on the agenda as set forth in paragraphs 2.1-2.5 and 2.8-2.9 above is an ordinary majority of the shareholders eligible to vote and who voted at the meeting.
Meeting must be deposited at least 48 hours before the date of convening the General Meeting.
The number of shares equivalent to 5% of the total voting rights in the Company not held by the controlling shareholder is: 193,138 ordinary shares of the Company (taking into account dormant shares that do not confer voting rights).
A shareholder may vote at the General Meeting through a voting instrument on items 2.7 and 2.10 on the agenda, as detailed below:
and on the website of the Tel Aviv Stock Exchange Ltd. (http://maya.tase.co.il/), on the website of Euronext in Belgium (http://euronext.com) or on the Company's website (http://www.unitronics.com/).
In accordance with the Controlling Shareholders Regulations, within 21 days of the date of submitting the report, the Securities Authority ("the ISA") or an employees that it so authorized by virtue of Regulation 10 of the Controlling Shareholders Regulations, may instruct the Company to provide, on a designated date, explanations, details, information and documents regarding the transactions specified in this Immediate Report, and to instruct the Company to amend this Immediate Report in such manner and on such date as the ISA shall determine. If an instruction to amend the report is given, the ISA may give an instruction to postpone the General Meeting to a date not earlier than three business days or later than thirty five days from the date of publication of the amendment to the Immediate Report.
The Company's representative for purposes of this immediate report is Mr. Gavriel Badusa, the Company's Chief Financial Officer, at Unitronics House, Airport City, Lod, Israel, telephone 03-9778888, fax 03-9778877.
This immediate report and the documents referred to herein, as well as the complete text of the resolutions on the agenda, may be reviewed at the Company's offices, at Unitronics House, 3 Arava St., Airport City, Lod, on Sunday through Thursday, during regular business hours, after prior coordination with Mr. Gavriel Badusa (telephone 03- 9778888, fax 03-9778877),. The Company's financial statements may be reviewed at the dissemination site . The above documents are also available to the public on the Company's website (http://unitronics.com/).
Sincerely,
Unitronics (1989) (R"G) Ltd.
________________________ _______________________
Haim Shani, CEO and chairman of the Board Gavriel Badusa, CFO
I, the undersigned, Zvi Livne, 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:
deliberation on the activity and/or the transaction and I shall not be present at the meeting at the time of the deliberation on the activity and/or the transaction; however, I may be entitled to participate at the beginning of the meeting for the purpose of passing on information only.
| Zvi Livne ____ |
May 10, 2015 ______ |
( - ) _____ |
|---|---|---|
| Name | Date | Signature |
I, the undersigned, Advocate Nir Weissbarger, L.N 13707 whose address is 10 Abba Eban Blvd. Herzlia, POB 2031, hereby certify that on May 10, 2015, Mr. Zvi Livne, 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.
May 10, 2015 ( - )
_____________________ 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. |
The number of members on the Company's Board of Directors shall be revised in section 65(a) of the Company's Articles as follows:
Pursuant to the Companies Law, 1999 ("the Law")
I, the undersigned, Doron Shinar, bearer of I.D No: 054973029, of 12 Zlochisti St. Tel-Aviv, 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.
For purposes of this declaration –
"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.
| Doron Shinar | April 28, 2015 | (-) |
|---|---|---|
| _______ | _____ | ___ |
| Name | Date | Signature |
_________________________________________________________________________
I, the undersigned, Advocate Nir Weissbarger, whose address is 10 Abba Eban Blvd. Herzlia, POB 2031, Ackerstein Towers C, Foor 7 hereby certify that on April 28, 2015 Mr. Doron Shinar, 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.
April 28, 2015 ( - )
_____________________ Date
__________________________ Attorney Signature and Stamp
[Adv. Nir Weissbarger L.N 13707]
| 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 |
(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.
| Full name: | Doron Shinar |
|---|---|
| I.D. number | 054973029 |
| Date of birth: | Decemebr 8, 1957 |
| Address for judicial documents: | 12, Zelochisti Street, Tel Aviv 6299412 |
| Residency: | Israeli |
| Membership on Board of Directors committees: |
Not yet appointed |
| Independent directo or external director | Yes (external director) |
| Director with accounting and financial expertise |
Yes, inlcuding for the purpose of the minimum number determined by the Board of Directors, pursuant to Section 92(A)(12) of the Companies Law |
| An expert external director | No |
| En employee of the corporation, of its subsidiary, a related company thereof or an interested party therein |
No |
| Degree/certificate | Major | Name of academic institution and graduation year |
|---|---|---|
| LLB | Law | Law Faculty, Tel Aviv University, 1989 |
| Degree/certificate | Field | Name of academic/professional institution and year of accreditation |
|---|---|---|
| Lawyer | Members of the Israel bar Association |
Israel Bar Association, 1989 |
| Period | Name of corporation | Position and title |
|---|---|---|
| March 1, 2008 - today |
Acidos Ltd. (private company + subsidiaries in Central Asia) |
Development and management of residential real estate projects in Central Asia |
| March 1, 2011 to December 31, 2014 |
RR Magyarország Kft + RR Japan (private companies) |
Franchises and general commerce in Europe and Japan |
| January 1, 2008 to December 31, 2011 |
Eitan, Mehulal and Associates | Outside consultant |
| January 1, 2005 - today |
D. Shinar Holdings (private company) |
Consulting and investment services |
| Period | Position | Name of corporation |
|---|---|---|
| July 11 – today |
Director (director with accounting and financial expertise or professional expertise) |
Leumi Start Ltd. (public company) |
| May 2013 - today |
External director (director with accounting and financial expertise or professional expertise) |
Netz Hotels Ltd. (public company) |
| 2005 | Chairman and director | Clal Finances Underwriting (underwriting company) |
| January 1, 2005 – today |
CEO | D. Shinar Holdings (private company) |
| March 1, 2008 – today |
CEO | Acidos Ltd. (private company) |
3.1. Appointment of Mr. Doron Shinar as an Outside Director of the Company for a term of three years, subject to the amendment of the Company's articles, as set forth in the report on the convening of the Meeting (the "Convening Report") to which this notice of convening is attached. For details on Mr. Doron Shinar, see Mr. Shinar's declaration as well as the Questionnaire for a Candidate to Serve as a Company Director, which are attached to the Convening Report.
Summary of the proposed resolution: To appoint Mr. Doron Shinar as an Outside Director of the Company for a term of three years commencing on the date of approval of the appointment by the Meeting.
3.2. Approval of an agreement of lease from a company controlled by Mr. Haim Shani, the Company's controlling shareholder, and Mrs. Bareket Shani, Mr. Shani's wife, for a period of three years commencing on August 1, 2015 (the date of expiration of the previous lease agreement), pursuant to Section 275(a) of the Companies Law. For further details on said lease agreement, see Section 3 of the Convening Notice.
Summary of the proposed resolution: To approve an agreement of lease from a company controlled by Mr. Haim Shani, the Company's controlling shareholder, and Mrs. Bareket Shani, Mr. Shani's wife, for a period of three years commencing on August 1, 2015, in accordance with Section 275(a) of the Companies Law.
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. Gabriel 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 |
|
|---|---|---|---|---|---|
| Doron Shinar |
-- | -- | Yes | -- |
6.1. The required majority for the approval of the item on the agenda set forth in Section 3.1 above (appointment of Mr. Doron Shinar as an Outside Director of the Company) is a majority of the votes of shareholders who are entitled to attend the Meeting and who participate in the vote, provided one of the following is fulfilled: (a) The count of the majority of the votes at the Meeting must include a majority of all the votes of shareholders participating in the vote who are not controlling shareholders of the Company or who do not have a personal interest in the approval of the appointment, excluding a personal interest that does not result from the shareholder's relationship with the controlling shareholder, without taking into account abstentions of such shareholders; or (b) The total number of dissenting votes among shareholders who are not controlling shareholders of the Company or who do not have a personal interest in the approval of the appointment, excluding a personal interest that does not result from the shareholder's relationship with the controlling shareholder, is not more than two percent of the total voting rights in the Company.
6.2. The required majority for the approval of the item on the agenda set forth in Section 3.2 (approval of an agreement of lease from a company controlled by Mr. Haim Shani, the Company's controlling shareholder, and Mrs. Bareket Shani, Mr. Shani's wife) is a majority of the votes of shareholders who are entitled to attend the Meeting and who participate in the vote, provided one of the following is fulfilled: (a) The count of the majority of the votes at the Meeting must include a majority of all the votes of shareholders participating in the vote who do not have a personal interest in the approval of the transaction, without taking into account abstentions of such shareholders; or (b) The total number of dissenting votes among shareholders participating in the vote who do not have a personal interest in the approval of the transaction is not more than two percent of the total voting rights in the Company.
Items 3.1 and 3.2 are items that 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 items 3.1 and 3.2 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.
must be submitted to the Company up to 72 hours before the time of voting. In this regard, the time of submission is the time when the voting instrument and the Attached Documents reached the Company's offices at the address specified above.
The Company does not permit voting via the Internet.
The Company's offices as detailed in Section 4 above.
Up to ten days after the record date, i.e. up to Thursday, June 25, 2015 (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 June 4, 2015.
A shareholder will indicate his manner of voting on each item on the agenda in the second part of this voting instrument.
| Company Name: Unitronics (1989) (R"G) Ltd. |
|---|
| Company's address (for delivery and sending of voting instruments): Unitronics House, 3 Arava St., Airport City, Lod, Israel |
| Company No.: 520044199 |
| Time of Meeting: July 16, 2015 |
| Class of Meeting: Annual and Extraordinary General Meeting |
| Record Date: June 15, 2015 |
| Shareholder's Details |
| Shareholder's name: _________ |
| ID No.: _________ |
| If the shareholder does not have an Israeli identity card: |
| Passport No.: _________ |
| Issuing country: _________ |
| Valid until: _________ |
| If the shareholder is a corporation: |
| Corporation No.: _________ |
| Country of incorporation: _________ |
| Number of agenda item |
Manner of Voting1 | Regarding the appointment of Mr. Doron Shinar as an Outside Director (Section 245(a1) of the Companies Law) – are you a controlling shareholder, an interested party, a shareholder having a personal interest in the approval of the appointment, a senior officer or an institutional investor2 ? |
Regarding the approval of an agreement of lease from a company controlled by Mr. Haim Shani, the Company's controlling shareholder, and Mrs. Bareket Shani, Mr. Shani's wife, for a period of three years commencing on August 1, 2015 (the date of expiration of the previous lease agreement), pursuant to Section 275(a) of the Company's Law – do you have a personal interest3 ? |
Are you an institutional investor4 ? |
|||||
|---|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Yes(*) | No | Yes(*) | No | Yes* | No | |
| 3.1 | |||||||||
| 3.2 |
Date: _____________ Signature: ___________________________
_____________________________________
(*) Specify.
1 Failure to mark off this section will be deemed as abstention in the vote on that item.
2 The vote of a shareholder who does not complete this column or marks "yes" without an explanation will not be taken into account. There is no need to specify a personal interest in the approval of the appointment that does not result from the shareholder's relationship with the controlling shareholder.
________
________
________
________
With respect to the appointment of Mr. Doron Shinar as an Outside Director of the Company (see Section 3.1 of this voting instrument above):
Below are details on my being a controlling shareholder, an interested party, a shareholder having a personal interest in the approval of the appointment, a senior officer or an institutional investor:
_____________________________________________________________________
_____________________________________________________________________
With respect to the approval of an agreement of lease from a company controlled by Mr. Haim Shani, the Company's controlling shareholder, and Mrs. Bareket Shani, Mr. Shani's wife, for a period of three years commencing on August 1, 2015 (the date of expiration of the previous lease agreement), pursuant to Section 275(a) of the Companies Law (see Section 3.2 of this voting instrument above):
_____________________________________________________________________
_____________________________________________________________________
Below are details on my having a personal interest:
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.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.