DELEK AUTOMOTIVE SYSTEMS LTD.
DELEK AUTOMOTIVE SYSTEMS LTD.
Registration Number: 520033291
To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T136 (Public) Sent via MAGNA: 18/08/2025 Israel Securities Authority Email: www.isa.gov.il Tel Aviv Stock Exchange Email: www.tase.co.il Reference: 2025-01-061463
Immediate Report on a Transaction with a Controlling Shareholder or Director Not Requiring General Meeting Approval
Regulation 37A(5) of the Securities Regulations (Periodic and Immediate Reports), 2006
Reference numbers of previous reports on the subject: _________, _________, _________.
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- Hereby submitted is a report on the approval of a transaction in accordance with Regulation 1A of the Companies Regulations (Relief in Transactions with Interested Parties), 2000.
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- Date of approval of the transaction by the Board of Directors: 18/08/2025.
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- Summary of the main points of the transaction and the main reasons of the Board of Directors and Audit Committee for approving the transaction.
The company is honored to announce that on August 17, 2025, and August 18, 2025, the Compensation Committee and the Board of Directors of the company (respectively) approved the terms of office and employment of Mr. Barak Mishraki (hereinafter: "Mr. Mishraki"), as an independent director in the company, effective from August 18, 2025 (hereinafter: "the employment terms").
Below are the main terms of Mr. Mishraki's employment:
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- Mr. Mishraki will be entitled to an annual compensation and participation compensation according to the fixed compensation (maximum amount) in the second and third addenda to the Companies Regulations (Rules on Compensation and Expenses for External Directors), 2000 (hereinafter: "the compensation" and "the Compensation Regulations", respectively), in accordance with the provisions of Regulation 1A(b) of the Companies Regulations (Relief in Transactions with Interested Parties), 2000 (hereinafter: "the Relief Regulations"), and according to the company's equity level as it may be from time to time.
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- Inclusion of Mr. Mishraki in the company's directors and officers liability insurance policy in accordance with the provisions of Section 1B1 of the Relief Regulations (hereinafter: "the insurance policy"). For details regarding the terms of the insurance policy, see Regulation 29 in Chapter D (Additional Details about the Company) attached to the company's annual report for 2024 published on March 30, 2025 (reference number: 2025- 01-022484).
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- Mr. Mishraki will be granted letters of exemption and indemnification, in accordance with Regulation 1B4 of the Relief Regulations, in the same forms given to the other members of the Board of Directors and officers of the company and in accordance with the company's compensation policy, from August 18, 2025, until the approval of the next general meeting of shareholders to be convened by the company.
Below is a summary of the reasons of the Compensation Committee and the Board of Directors:
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- The compensation is consistent with the company's compensation policy, identical for all directors serving on the Board (except for the Chairman of the Board), is reasonable and fair considering the nature of the company's activities and the complexity of its business, and does not exceed the maximum amount that can be paid to an external director according to the Compensation Regulations.
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- The compensation matches the scope of their engagement and availability, experience, familiarity with the company's activities, and the responsibility of the directors in performing their duties as part of the Board of Directors.
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- The commitment to indemnification and exemption is customary among public companies in Israel, given under identical conditions to the other directors and officers of the company in accordance with the Companies Law and the company's articles of association, and is intended to provide a safer working environment subject to legal limitations.
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- The indemnification commitment is limited to foreseeable events and reasonable amounts, and the company acts as a self-insurer, thereby saving financial costs.
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- The inclusion of Mr. Barak Mishraki in the insurance policy is at market terms and is not expected to materially affect the company's profitability, assets, or liabilities. The policy terms are consistent with the compensation policy and are given to all directors and officers under identical conditions.
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- Main points of the Government Companies Authority's opinion and the main points of the decision of the Ministerial Committee for Privatization or details of the alternative under which the exemption was granted
Explanation: To be filled if this is an exceptional transaction of a public company controlled by the government.
- Attached file: _________
Details of the authorized signatories on behalf of the corporation:
| # |
Name |
Position |
| 1 |
Assaf Bartfeld |
Chairman of the Board |
| 2 |
Ronit Bachar |
Officer Chief Financial |
Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the Authority's website: Click here.
Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange
Form structure update date: 06/08/2024
Short name: DELEK AUTOMOTIVE SYSTEMS LTD.
Address: P.O. Box 200, Nir Zvi, 72905 Phone: 08-9139804, 08-9139864 Fax: 08-9139946 Email: [email protected]
Previous names of the reporting entity: Gal Industries Weissfiler Ltd.
Electronic reporter name: Porat Oded Meir Position: Legal Advisor and Company Secretary Employer company name:
Address: P.O. Box 200, Nir Zvi, 7290500 Phone: 08-9139804 Fax: 08-9139996 Email: [email protected]