Pre-Annual General Meeting Information • Oct 24, 2013
Pre-Annual General Meeting Information
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UNITRONICS (1989) (R"G) LTD.
PRESS RELEASE Airport City, Israel October 24th , 2013
Airport City, Israel – October 24th, 2013- Unitronics (1989) R"G Ltd. (the "Company") published the attached Immediate Report pursuant to the requirements of the Israeli law with respect to the Convening of an Annual and Extraordinary General Meeting
Unitronics (1989) (R"G) Ltd. is an Israeli company that engages, through its Products Department, in the design, development, production, marketing and sale of industrial automation products, mainly Programmable Logic Controllers ("PLCs"). PLCs are computer-based electronic products (hardware and software), used in the command and control of machines performing automatic tasks, such as production systems and automatic systems for industrial storage, retrieval and logistics. The Company also engages, through its Systems Department and/or its subsidiaries, in the design, construction and maintenance services in the framework of projects for automation, computerization and integration of computerized production and/or logistics systems, mainly automated warehouses, automated distribution centers and automated parking facilities. The Company's PLCs are distributed by over one hundred and forty distributors (and a wholly owned US subsidiary) in approximately fifty countries throughout Europe, Asia, America and Africa. The services of the Systems Department are provided to customers in Israel and also outside Israel.
This press release contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks and other factors which may be outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as projected, anticipated, believed, estimated, expected or intended.
October 24, 2013
An immediate report is hereby given concerning the convening of an annual General Meeting and an extraordinary General Meeting of the Company's shareholders, having on its agenda the matters detailed below, in accordance with the Companies Law, 5759-1999 (the "Law"), the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (the "Reporting Regulations"), 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, and the Companies Regulations (Proof of Title to a Share for Voting at a General Meeting), 5760- 2000.
Notice is hereby given of the convening of an Annual and Extraordinary General Meeting of the Company's shareholders, which is to convene at the Zaventem Sheraton Hotel in Brussels, Belgium, on Monday, December 9th, 2013, at 12:30 a.m. (Belgium time) (the "Meeting").
2.1 Approval of a compensation policy for officers of the Company pursuant to Amendment No. 20 to the Companies Law
To approve the Company's compensation policy in the wording attached as Appendix A to this report.
To approve the compensation policy presented to the Meeting.
2.2 Authorization of Mr. Haim Shani to serve as Chairman of the Board in addition to his position as Company CEO
Authorization of Mr. Haim Shani to serve as Chairman of the Board in addition to his position as Company CEO, for an additional term of three years commencing on the date of expiration of the previous approval period (on December 9, 2013 – for details see the immediate report on the results of a meeting from December 9, 2010, Reference No. 2010-01-713490), pursuant to Section 121(c) of the Companies Law and in accordance with the Company's articles (for details about Mr. Haim Shani and the positions filled by him at the Company see Section 4.10 in Chapter D of the Company's periodic report for 2012, published on March 21, 2013, Reference No. 2013-01-015544) (the "Periodic Report").
To authorize Mr. Haim Shani to serve as Chairman of the Board of the Company in addition to his position as Company CEO, for an additional term of three years commencing on December 9, 2013.
Reappointment of Ms. Edna Ramot for an additional term as a Director of the Company (non-Outside Director) (Category A), in accordance with the Company's articles (for details about Ms. Edna Ramot, see Section 4.10 in Chapter D of the Periodic Report).
For details concerning the compensation paid to Directors of the Company, see Section 4.5.7 of the Periodic Report. Ms. Ramot's declaration that she satisfies the required conditions for serving as a Director of the Company, pursuant to Section 224B of the Companies Law and Regulation 36B(a)(10) of the Reporting Regulations, is attached to this convening report.
For details concerning Ms. Ramot's rate of attendance at meetings of the Board of Directors and its committees during 2012, see the Corporate Governance Questionnaire attached to the Periodic Report. During the first three quarters of the year, Ms. Ramot's rate of attendance at meetings of the Board of Directors stood at 100%.
To reappoint Ms. Edna Ramot for an additional term as a Director of the Company (Category A), up to the Annual General Meeting of the Company for 2016, in accordance with the Company's articles.
Presentation of the Company's audited financial statements, the report of the Company's Board of Directors on the state of affairs of the corporation, including the fee of the Company's audit accountants for auditing actions and their fee for other actions, and the periodic annual report (in the Barnea Committee format) for the year ended December 31, 2012.
To confirm that the Company's audited financial statements, the report of the Company's Board of Directors on the state of affairs of the corporation, including the fee of the Company's audit accountants for auditing actions and their fee for other actions, and the periodic annual report (in the Barnea Committee format) for the year ended December 31, 2012 were presented to the Company's General Meeting.
2.5 Reappointment of audit accountants and authorization of the Company's Board of Directors to determine their fee
Approval of the reappointment of the firm of Amit Halfon, CPA, as the Company's audit accountants for 2013 and for the period up to the next Annual General Meeting of the Company's shareholders, and authorization of the Company's Board of Directors to determine their fee.
To approve the reappointment of the firm of Amit Halfon, CPA, as the Company's audit accountants for 2013 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.
Manner of approval of the compensation policy and the considerations and matters taken into account by the Compensation Committee and the Board of Directors
1 The Compensation Committee was appointed on November 22, 2012 and its serving members are: Mr. Moshe Baraz, CPA (Chairman) (Outside Director), Mr. Joel Sela, CPA (Outside Director), and Mr. Zvi Livne, CPA.
examined, inter alia, the principles underlying the compensation policy and the use of the Zviran Survey (as hereinafter defined) as a benchmark for determining the compensation for officers of the Company, on October 23, 2013 the Company's Board of Directors convened with full attendance and discussed the compensation policy, based on the Compensation Committee's recommendations. Mr. Haim Shani, who is the Chairman of the Board and CEO of the Company and its controlling shareholder, and Ms. Bareket Shani, who is a Director and Mr. Haim Shani's wife, were not present and did not participate in the Board of Directors' discussions in connection with the compensation policy components relating to the compensation of the Company CEO and/or an officer who is a controlling shareholder or his relative, although they were present at the stage of their presentation. At that meeting the Company's Board of Directors approved the compensation policy and resolved to submit it for approval to the meeting of the Company's shareholders, as required under Section 267A of the Companies Law.
in accordance with the compensation policy, the Company will, inter alia, take into account and operate according to the criteria and considerations set forth in First Schedule A to the Companies Law, as aforesaid.
H. The compensation policy was determined, inter alia, taking into account the advancement of the Company's goals, its work plans and its policies based on a longterm view; the Company's needs in terms of the recruitment, incentivizing and retention of talented, skilled and quality managerial personnel with extensive experience in the field,, who are able to contribute to the Company and maximize its profits; the need to create appropriate incentives for the Company's officers, taking into account, inter alia, the management of the Company's risks; the need to set a cap on the value of variable compensation components; the Zviran data on similar companies, based on criteria of size (150-500 employees), ownership (public company) and status (Israeli company); maintaining a balance between, in accordance with the Company's policy, between fixed and variable compensation components as well as between long-term and short-term compensation components; the officer's position, seniority, contribution to achieving the Company's objectives and other measurements; examination of the officer's terms of service and employment, both compared to standard terms of service and employment in the market at similar companies as detailed above, and compared to the average salary of the Company's other employees, while maintaining reasonable salary differences in the Company.
In the Company's opinion, the Company has a unique standing in the Israeli market, in view of its characteristics and the diversity of its areas of operation. This unique standing makes it difficult to locate similar companies that could serve as a basis for setting the benchmark. Therefore, the Company chose to use the Zviran survey, which surveys a large number of companies in the range of areas in which the Company is engaged – high-tech, technology and information systems. It is emphasized that the Zviran salary survey (which in the Company's opinion is one of the most widely accepted compensation and salary surveys in Israel) has served for many years as a basis for the Company's decisions in connection with the compensation of its senior and junior employees.
The Compensation Committee also considered the need for the compensation conditions that are granted to its officers to be attractive both to the incumbent officers and to potential candidates for senior positions in the Company, taking into account the accepted practice in companies considered comparable to the Company according to Zviran,
Based on the information presented to it and the aforesaid considerations which guided the Compensation Committee in its work, and taking into account all the criteria listed in First Schedule A to the Companies Law, Part A (Matters Required to Be Considered in the Compensation Policy) and Part B (Matters Required to Be Determined in the Compensation Policy), the Compensation Committee formulated a document of recommendations for a compensation policy (attached hereto as Appendix A), which was approved by the Company's Board of Directors and is being submitted for approval to the General Meeting.
Based on the foregoing, the Compensation Committee and the Board of Directors are of the opinion that the implementation frameworks proposed in the compensation policy document, which are within the Company's discretion when determining the compensation conditions of its officers, are reasonable, and that the ratio between the cost of the officers' compensation conditions and the cost of the salary of the other employees is reasonable and should not impact negatively on labor relations in the Company, inter alia in light of the officers' senior standing and position.
The terms of service and employment of officers as of the date of determination of the compensation policy by the Company's Board of Directors conform to the compensation policy, apart from the terms of entitlement to equity-based compensation of the following two officers: the Company CEO and Chairman of the Board, Mr. Haim Shani, and the Vice President of Human Resources, Ms. Bareket Shani. The date of commencement and termination of the employment agreements of Mr. Haim Shani and Ms. Bareket Shani overlap, they are in force from January 1, 1999, and they have been extended from time to time, most recently until September 22, 2014, after which they are renewable for periods of three years each, subject to receipt of the necessary approvals. The Company intends to apply the compensation policy to officers whose terms of service and employment did not conform to the compensation policy on the date of determination of said policy. The compensation policy does not apply to senior officers who are not officers of the Company, and the Company does not intend to apply the compensation policy to senior officers who are not officers of the Company.
The Company's Board of Directors will be permitted to determine the compensation policy even if the General Meeting opposes its approval, if the Compensation Committee and thereafter the Board of Directors decide, based on detailed reasons and after reviewing the compensation policy, that the approval of the compensation policy in spite of the opposition of the General Meeting is to the Company's benefit.
The following Directors participated in the discussions of the meeting of the Company's Board of Directors on October 23, 2013, at which the compensation policy was approved unanimously: Mr. Moshe Baraz, CPA (Outside Director), Mr. Joel Sela, CPA (Outside Director), Mr. Zvi Livne, CPA, Ms. Edna Ramot, Ms. Bareket Shani and Mr. Haim Shani. Mr. Haim Shani, who is the Chairman of the Board and CEO of the Company and its controlling shareholder, and Ms. Bareket Shani, who is a Director and Mr. Haim Shani's wife, were not present and did not participate in the Board of Directors' discussions in connection with the compensation policy components relating to the compensation of the Company CEO and/or an officer who is a controlling shareholder or his relative, although they were present at the stage of their presentation.
The following Directors participated in the discussions of the meeting of the Company's Compensation Committee on October 23rd, 2013, at which it was recommended to the Board of Directors in a unanimous resolution to adopt the compensation policy: Mr. Moshe Baraz, CPA (External Director), Mr. Joel Sela, CPA (External Director), and Mr. Zvi Livne, CPA. In addition, at the request of the Committee Chairman, the following also were present at the discussion: the Directors Mr. Haim Shani, Ms. Bareket Shani and Ms. Edna Ramot; the Company's Chief Financial Officer, Mr. Yair Itscovich; the Company's Controller, Ms. Miri Ben David; and the Company's external legal adviser, Adv. Nir Weisberger. Mr. Haim Shani, who is the Chairman of the Board and CEO of the Company and its controlling shareholder, and Ms. Bareket Shani, who is a Director and Mr. Haim Shani's wife, were not present and did not participate in the Board of Directors' discussions in connection with the compensation policy components relating to the compensation of the Company CEO and/or an officer who is a controlling shareholder or his relative, although they were present at the stage of their presentation.
All the Directors of the Company have a personal interest in the approval of the compensation policy, by virtue of being beneficiaries thereof.
Notice is hereby given of the convening of an Annual and Extraordinary General Meeting of the Company's shareholders, which is to convene at the Zaventem Sheraton Hotel in Brussels, Belgium, on Monday, December 9th, 2013, at 12:30 a.m. (Belgium time) (the "Meeting").
The quorum in accordance with the Company's articles will be constituted when two shareholders holding at least thirty percent (30%) of the total voting rights in the Company are present, in person or by proxy. If a quorum is not present within half an hour from the time set for the start 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 record date under Section 182(b) of the Law and Regulation 3 of the Companies Regulations (Written Votes and Position Statements), 5766-2005, will be November 1st, , 2013 (the "Record Date"), such that anyone holding shares of the Company at the end of the trading day on the Record Date will be entitled to attend the Meeting and to vote thereat, in person to by proxy. In accordance with the Companies Regulations (Proof of Title to a Share for Voting at a General Meeting), 5760-2000 (in this section – the "Regulations"), a shareholder who has a share registered with a member of the Tel Aviv Stock Exchange Ltd. and/or with an authorized broker under the Belgian law, and that share is included among the shares of the Company registered in the Register of Shareholders in the name of a nominee company and/or EuroClear Belgium / Interprofessionelle Effeotendeposito – en Girokas N.V. – Caisse Interprofessionelle de Depots et de Virements de Titres S.A., and he wishes to attend and vote at the General Meeting, will submit to the Company a certificate from the member of the Stock Exchange and/or the authorized broker under the Belgian law with whom his right in the share is registered, regarding his title to the share, on the Record Date, according to Form 1 in the Schedule to the Regulations. A power of attorney to attend and vote at the Meeting must be deposited at least 48 hours before the time of convening of the Meeting.
Under the Companies Law, a shareholder whose shares are registered with a member of the Stock Exchange may, if he so requested, receive the certificate of title from the member of the Stock Exchange through whom he holds his shares at the branch of that member, or by post to his address, in return for postage only. Such a request must be given in advance for a particular securities account.
Furthermore, a shareholder may vote at the General Meeting solely on items 2.1 and 2.2 on the agenda through a voting instrument. A vote in writing will be entered in the second part of the voting instrument attached to this report.
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).
A shareholder may vote at the General Meeting through a voting instrument on items 2.1, 2.2 and 2.3 on the agenda, as detailed below:
7.3 A Stock Exchange member will send by email, free of charge, a link to the text of the voting instrument and the position statements on the Distribution Site, to every shareholder who is not registered in the Register of Shareholders and whose shares are registered with that Stock Exchange member, if the shareholder notified him that he is so interested, provided notice is given prior to the Record Date regarding a particular securities account.
7.4 A shareholder whose shares are registered with a Stock Exchange member may, if he so requested, receive the certificate of title from the Stock Exchange member through whom he holds his shares, at the branch of the Stock Exchange member, or by post to his address, in return for postage only. Such a request must be given in advance for a particular securities account.
The Company's representative for purposes of this immediate report is Adv. Hilit Bar Sorya, the Company's in-house legal adviser, at Unitronics House, 3 Arava St., Airport City, Lod, Israel, telephone 03-9778888, fax 03-9778877.
This immediate report and the documents referred to herein, as well as the complete text of the resolutions on the agenda, may be inspected at the Company's offices, at the address detailed in Section 8 above, Sunday through Thursday, during regular business hours, after prior coordination with Mr. Yair Itscovich (telephone 03-9778888, fax 03-9778877), up to the day of the Meeting.
_________________________
Sincerely yours,
Unitronics (1989) (R"G) Ltd.
| 1. | Purposes of Compensation Policy Document 2 |
|---|---|
| 2. | Definitions2 |
| 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 7 |
|
| 9. Ratio between officers' compensation and compensation of the Company's other employees8 |
|
| 10. Officer compensation components – general 9 | |
| 11. Fixed compensation – salary of an employee officer (excluding the Company CEO and/or a controlling-shareholder officer or his relative and/or a Director 11 |
|
| 12. Fixed compensation – salary of a non-employee officer 12 | |
| 13. Officers' fringe benefits (excluding the Company CEO and/or a controlling shareholder officer or his relative and/or a director) 13 |
|
| 14. Fixed compensation – salary of the Company CEO and/or a controlling shareholder officer or his relative 16 |
|
| 15. Fringe benefits of the Company CEO and/or a controlling-shareholder officer or his relative 17 |
|
| 16. Variable compensation – special bonus to officers, excluding the Company CEO 20 |
|
| 17. Variable compensation – bonus plan for officer excluding the Company CEO 20 | |
| 18. Variable compensation – bonus plan for the Company CEO 21 | |
| 19. Variable compensation – officers' bonus plan, including the Company CEO – market (benchmark) comparison 22 |
|
| 20. Variable compensation – reduction 22 | |
| 21. Bonus entitlement for a partial employment period 23 | |
| 22. Bonus correction 23 | |
| 23. Equity-based compensation 23 | |
| 24. Compensation of Directors and Outside Directors 25 | |
| 25. Insurance, indemnification and exemption 25 |
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). This sample is published by Zviran Consulting and Surveys Ltd. and updated twice a year.
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.
the Compensation Policy in spite of the opposition of the General Meeting is to the Company's benefit.
The following are the entities that participate in the formulation and approval of the Compensation Policy:
4.2 Board of Directors: The Board of Directors approves the Compensation Policy and considers from time to time the need to update it. Details of the functions and responsibilities of the Board of Directors in connection with the Compensation Policy, in addition to those established in the Companies Law, are set out in Section 6 below.
4.3 General Meeting: Approves the Compensation Policy in accordance with the provisions of the Companies Law, subject to the qualification referred to in Section 3.4 above.
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:
performance level and compliance with predetermined targets, with respect to the conformance of the terms of service and employment actually granted by the Company to the benchmarks and other criteria set in this Compensation Policy, and with respect to the Company's risk level, and it will update the Compensation Policy (should it consider this necessary) after receiving the Compensation Committee's recommendation and subject to the approval of the General Meeting, insofar as required by the Companies Law.
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:
among other factors, by the Company's business results and by each officer's contribution to the achievement of those results. The higher up an officer is in the managerial hierarchy, the greater the impact the Company's business results and his personal contribution to the achievement of those results will have on the amount of his compensation. Accordingly, the higher an officer's ranking in the managerial hierarchy, the greater the weight of the variable compensation components (to the extent there are any such in the officer's terms of service and employment) will be within the terms of service and employment of that officer.
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
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.
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:
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)
| 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 |
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.
relevant benchmark. In the discussion, the Approving Entities will take into account all the terms and conditions, provisions, criteria and benchmarks detailed in this Compensation Policy Document, referring also to the updated Zviran measure as of then, including compliance with salary ranges, fringe benefits and variable components of the terms of service and employment, the ratio between the officer's terms of service and employment and those of the Company's other employees, the officer's education, qualifications, expertise, achievements, position and responsibilities, etc.
10.3 Any payment of a bonus or grant made, if at all, to a Company officer in accordance with the Compensation Policy, is not and shall not be deemed in any respect a part of the officer's fixed basic salary, it will not be taken into the account of the entitlement to and/or the calculation and/or accrual of any fringe benefit. Accordingly, without derogating from the generality of the foregoing, it will not serve as a component in the calculation of entitlement to vacation pay, severance pay (insofar as the officer is entitled thereto), contributions to provident and/or pension funds, etc, unless and to the extent that the governing labor laws obligate otherwise.
The desirable range of ratios between the compensation components of a Company officer for a given year is shown in the following table:
| Ranking | Fixed compensation |
Variable compensation | Equity-based compensation |
|
|---|---|---|---|---|
| including fringe benefits |
Special bonus | Bonus plan | ||
| CEO | 20%-100% | 0% | 0%-75% | 0%-10% |
| VP and/or another officer |
20%-100% | 0%-33% | 0%-75% | 0%-10% |
| Directors | 100% | - | - | - |
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 Average salary according to Zviran
% variable compensation to Zviran average = Officer's variable compensation paid by the Company Average of variable components according to Zviran
% total compensation to Zviran average = Officer's total compensation paid by the Company Total average according to Zviran
The position of the salary of officers at the Company relative to the Zvran average is shown in the following table:
| Officer | Ratio of fixed salary to average salary per Zviran (%) |
Ratio of variable compensation to average variable compensation (per Zviran) (%) |
Ratio of total compensation to average total compensation per Zviran (%) |
|
|---|---|---|---|---|
| CEO and Chairman of the Board | 82% | 31% | 70% | |
| VP and Products Division Manager |
74% | 109% | 81% | |
| VP and Systems Division Manager | 89% | 0% | 73% | |
| Director, Deputy CEO and VP Human Resources |
97% | 0% | 85% | |
| VP and Budget Director | 77% | 0% | 64% | |
| CFO | 74% | 0% | 63% | |
| VP | 62% | 0% | 51% |
(*) 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:
11.4 The officer's basic salary and the fringe benefits will be determined during the negotiations prior to hiring him for the position at the Company, which will be conducted by the CEO or whoever is authorized by him from time to time. Any change in an officer's terms of service and employment is subject in any case to the approval of the Approving Entity relevant to the nature of the change and the identity of the officer.
11.5 A contract with an officer may not exceed a period of three years, and must be submitted to the Approving Entity for approval of an extension of the officer's service in accordance with the requirements of the Companies Law.
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 average salary for corresponding positions, based on the Zviran Survey, 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 the updated Zviran Survey as of then, 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:
12.4 The consideration for the officer will be determined during the negotiations prior to contracting as a service provider to the Company, which will be conducted by the CEO or whoever is authorized by him from time to time. Any change in an officer's terms of service, and any change in the agreement, is subject in any case to the approval of the Approving Entity relevant to the nature of the change and the identity of the officer.
12.5 A contract with a non-employee officer may not exceed a period of three years, and must be submitted to the Approving Entity for approval of an extension of the officer's service in accordance with the requirements of the Companies Law.
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 average salary for corresponding positions, based on the Zviran Survey, 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 the updated Zviran Survey as of then, 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 | 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 number of vacation days that may be accumulated will be no less than specified in the labor laws and no more than 30 days. Unused vacation days beyond this limit will be written off, without payment of any consideration to the officer, unless and to the extent that the employment agreement between the officer and the Company specifies otherwise and/or the law requires otherwise.
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.
business, in accordance with the Company's procedures for all Company employees as in effect from time to time.
In determining the salary of the CEO and/or a controlling-shareholder officer or his relative, the following factors will be taken into account:
conducted by the CEO or whoever is authorized by him from time to time. Any change in an officer's terms of service and employment is subject in any case to the approval of the Approving Entity relevant to the nature of the change and the nature of the officer.
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 average 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 average salary according to the updated Zviran Survey in similar companies, based on criteria of size (150-500 employees), ownership (public company) and status (Israeli company).
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:
15.6 Sick leave The CEO and/or a controlling-shareholder officer or his relative may be absent from work due to sickness for a number of days in a year being no less than the number specified in the Sick Pay Law, 5736-1976, and no more than 30 days in a year, and receive full payment for these days. Sick days that were not utilized in a certain year will accumulate in the following years.
15.7 Convalescence pay The CEO and/or a controlling-shareholder officer or his relative are entitled to convalescence pay as specified in the extension order concerning the payment of convalescence pay.
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.
15.13 Continuing education programs and courses The Company will bear the costs of continuing education programs and courses attended by the CEO or a controllingshareholder officer or his relative, according to its decision.
15.14 Overtime Overtime will be paid in accordance with the law. Since the CEO and/or a controlling-shareholder officer or his relative are designated as "employees in management positions or in positions requiring a special degree of personal trust" as this term is defined in the Hours of Work and Rest Law, 5711-1951, this law does not apply to them.
In addition to all the foregoing, the Approving Entities will consider whether, and under what conditions, also to pay officers a special bonus.
The considerations for paying an officer a special bonus will include special effort, compliance with quality targets, retention of human capital and maintaining high motivation. The sum total of special bonuses paid for the previous year may not exceed 50% of the cumulative measurable components distributed in that year to all officers as part of the variable compensation, subject in any case to the following two cumulative conditions: (a) The grant may not exceed the Zviran average for variable components in a corresponding position in the sector (annual bonuses, commission and/or other periodical payments), and (b) the cap on the annual special bonus may not be more than six times the officer's monthly salary. On the CEO's recommendation, the payment of a special bonus to an officer will be submitted to the approval of the Approving Entity, which, if necessary, will also consider the circumstances of the grant.
b. Non measurable components CEO's evaluation.
17.2 The amount of the bonus to which an officer is entitled will be determined with reference to his rate of compliance with the aforesaid targets, as determined in advance and approved by the Approving Entities, who will consider, inter alia, the impact of those targets on the Company's risk management policy. Said targets will be, to the extent possible, realistic and reasonable, so that the officer does not assume excessive risks with the aim of achieving those targets and earning a bonus.
The mechanism for calculation of the target-compliance bonus will be determined according to the following breakdown:
In addition to all the foregoing, the Approving Entities will consider whether, and under what conditions, also to pay the Company CEO a special bonus, based on targets or other conditions as detailed above and below, according to a fixed mechanism or on an ad hoc basis.
18.1 Without derogating from the generality of the foregoing, the Company CEO is entitled to an annual grant for each calendar year during which he is employed as Company CEO, within 30 days from the date of approval of the financial statements for any calendar year by the Board of Directors, at a rate of 7.5% of the pretax profit for that year (cost to the Company), net of minority interests in respect of investee companies ("bonus on profits"). The bonus on profits will be calculated for each year anew (and not cumulatively), without taking losses into account. The Company may pay the bonus fully from the Company itself or partly from the Company and partly from subsidiaries of the Company.
18.2 Since the Company's CEO is also its controlling shareholder, any change in his fixed salary and/or a bonus is subject to the approval of the Approving Entity, in accordance with the provisions of the Companies Law, unless and to the extent that the Companies Regulations (Reliefs in Transactions with Interested Parties), 5760- 2000 applies and/or in case of any other approval process applicable under any law.
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 ratio between the amount of the bonus for Company officers and the standard bonus in the market will be maintained, as follows:
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).
23.1.1 The Company will take into account the amount of the cumulative dilution resulting from all grants made by the Company. The maximum cumulative dilution allowed due to all grants made by the Company will be limited to 15%, taking into account the actual amount of unexpired grants from the last ten years, such that immediately before each grant date the current dilution percentage versus the maximum amount determined will be recalculated. In fluctuating market conditions, the dilution percentage will be calculated taking into account the difference between theoretical dilution and actual dilution.
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.
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), 57712011, in wording as approved by the General Meeting of the Company's shareholders on September 22, 2011.
Summary of the proposed resolution: To approve the compensation policy, in the wording attached as Appendix A to the Convening Report, to which this voting instrument is attached.
3.2 Authorization of Mr. Haim Shani to serve as Chairman of the Board in addition to his position as Company CEO, for an additional term of three years commencing on the date of expiration of the previous authorization period (on December 9, 2013), pursuant to Section 121(c) of the Companies Law and in accordance with the Company's articles.
Summary of the proposed resolution: To authorize Mr. Haim Shani to serve as Chairman of the Board of the Company, in addition to his position as Company CEO, for an additional period of three years commencing on December 9, 2013.
Any shareholder may, at his request, inspect the text of the proposed resolution, in the text of the immediate report issued by the Company in connection with the Meeting and the attachments thereto and in the voting instrument, at Unitronics House, 3 Arava St., Airport City, Lod, Israel, Sunday through Thursday, during regular business hours, after prior coordination with Mr. Yair Itscovich (telephone 03-9778888, fax 03-9778877), up to the day of the Meeting.
5.1 Under Section 267A of the Law, the required majority for the approval of resolution 3.1 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 are not controlling shareholders of the Company or who do not have a personal interest in the approval of the compensation policy, without taking into account abstentions of such shareholders; or alternatively
(b) The total number of dissenting votes among shareholders participating in the vote who are not controlling shareholders of the Company or who do not have a personal interest in the approval of the compensation policy, is not more than two percent (2%) of the total voting rights in the Company.
5.2 Under Section 121(c) of the Companies Law, the required majority for the approval of item 3.2 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 must include at least two thirds of all the votes of shareholders participating in the vote who are not controlling shareholders of the Company, or anyone on their behalf, or who do not have a personal interest in the approval of the resolution, without taking into account abstentions of such shareholders; or alternatively
(b) The total number of dissenting votes among shareholders participating in the vote who are not controlling shareholders of the Company, or anyone on their behalf, or who do not have a personal interest in the approval of the resolution, is not more than two percent (2%) of the total voting rights in the Company.
In Part Two of this voting instrument, space is allocated for marking off the existence or absence of an interest, as required by under Sections 267A and 121(c) of the 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 as stated, or did not provide details as stated, will not be included in the count of the votes at the Meeting.
7.1 The voting instrument will be valid only if the certificate of title of the unregistered shareholder (i.e. a person who has shares registered with a Stock Exchange member, and those shares are included among the shares of the Company registered in the Register of Shareholders in the name of a nominee company and/or EuroClear Belgium / Interprofessionelle Effeotendeposito – en Girokas N.V. – Caisse Interprofessionelle de Depots et de Virements de Titres S.A., or – if the shareholder is registered in the Register of Shareholders – a photocopy of the shareholders' ID card, passport or certificate of incorporation (all the above – the "Attached Documents").
7.2 This voting instrument together with the Attached Documents, as aforesaid, must be submitted up to 72 hours before the time of voting. In this regard, the "date of submission" is the date on which 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 Monday, November 11, 2013 (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.
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: December 9, 2013
Class of Meeting: Annual and Extraordinary General Meeting
Record Date: November 1st, 2013
| 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 approval of a compensation policy for officers of the Company pursuant to Amendment No. 20 – do you have a personal interest2 ? |
personal interest3 | Regarding the authorization of Mr. Haim Shani to serve a Chairman of the Board in addition to his position as Company CEO, for an additional term of three years commencing on the date of expiration of the previous approval period – do you have a ? |
institutional investor4 | Are you an ? |
|||
|---|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Yes* | No | Yes* | No | Yes* | No | |
| 3.1 | |||||||||
| 3.2 |
Date: _____________ Signature: ___________________________
Below are details on my being a "controlling shareholder" or "having a personal interest in the approval of the compensation policy" (per Section 267A of the Law):
___________________________________________________________________________ ___________________________________________________________________________
Below are details on my being a "controlling shareholder" or "having a personal interest in the approval of the resolution" (per Section 121(c) of the Law):
___________________________________________________________________________ ___________________________________________________________________________
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 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 Company's shareholders' register – the voting instrument is valid with an attached photocopy of an ID card / passport / certificate of incorporation.
*Specify.
_________________________________________
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