AGM Information • Nov 6, 2025
AGM Information
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Immediate Report on Meeting Results Regulation 36d of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 13 of the Securities Regulations (Transaction between a Company and its Controlling Shareholder), 2001 Regulation 22 of the Securities Regulations (Private Offering of Securities in a Registered Company), 2000
Explanation: This form is used for reporting all types of meetings. Clarification: This form must be filled for every type of security for which a notice of meeting invitation was published (T-460)
Security Number in Stock Exchange enabling participation: 224014 Stock Exchange name of entitled security: Par Value 1 NIS
| No. | Agenda topic per T460 |
Topic Details | Resolution Summary | Meeting Decision |
|---|---|---|---|---|
| 1 | 1 | Discussion of the audited annual financial statements of the company for the year ended December 31, 2024, and the Board of Directors' report on the company's affairs as of December 31, 2024. |
Discussion of the audited annual financial statements of the company for the year ended December 31, 2024, and the Board of Directors' report on the company's affairs as of December 31, 2024. |
Report only |
| 2 | 2 | Approval of the continued tenure of the accounting firms Kost Forer, Gabbay & Kasierer and Somekh Chaikin as the company's joint auditors for another term |
Approval of continued tenure for the above firms as auditors for an additional term (until the next annual general meeting to appoint auditors) |
Approve |
| 3 | 3 | Election and appointment of Mr. Haim Samet (currently the Chairman of the Board of Directors) as a regular director (not an external director) |
Election and appointment of Mr. Haim Samet as a regular director (not an external director) until the company's next annual general meeting |
Approve |
| 4 | 4 | Election and appointment of Ms. Chana Mazal (Mali) Margaliot as a regular director (not an external director) |
Election and appointment of Ms. Chana Mazal (Mali) Margaliot as a regular director (not an external director) until the next annual general meeting |
Approve |
| 5 | 5 | Election and appointment of Ms. Mia Liquornik as a regular director (not an external director, classified as an independent director) |
Election and appointment of Ms. Mia Liquornik as a regular director (not an external director, classified as independent) until the next annual general meeting |
Approve |
| 6 | 6 | Election and appointment of Mr. David Granot as a regular director (not an external director) |
Election and appointment of Mr. David Granot as a regular director (not an external director) until the next annual general meeting |
Approve |
| 7 | 7 | Election and appointment of Mr. Aharon Fogel as a regular director (not an external director) |
Election and appointment of Mr. Aharon Fogel as a regular director (not an external director) until the next annual general meeting |
Approve |
| 8 | 8 | Election and appointment of Mr. Muki (Moshe) Abramovich as a regular director (not an external director, classified as independent) |
Election and appointment of Mr. Muki (Moshe) Abramovich as a regular director (not an external director, classified as independent), until the next annual general meeting, subject to the company's articles of association |
Approve |
| 9 | 9 | Approval of update to the company's indemnity letter, and its grant to officers in the company and its subsidiaries who currently serve or may serve in the company |
Approval of the update to the company's indemnity letter, and granting it to officers as described |
Approve |
| 10 | 10 | Approval of amendment of the definitions section and regulation 56.1 of the articles of association |
Approval of amendment to the definition section and regulation 56.1 of the articles of association |
Approve |
| 11 | 11 | Approval of updating the compensation policy for company's officers, applicable for 2026–2028, as specified in sections 267a and 267b of the Companies Law, 1999 |
Approval of updated compensation policy for 2026–2028, as per the Companies Law |
Approve |
| 12 | 12 | Approval of update to the tenure and employment terms of Mr. Haim Samet, Chairman of the Board, as per section 273 and section 2 of the Compensation Law for officers in effect from 2025 and on |
Approval of update to tenure and employment terms of Mr. Haim Samet as per section 273 and section 2 of the law in effect from 2025 and onwards |
Approve |
| 13 | 13 | Approval of update to tenure and employment terms of Mr. Yoram Naveh, |
Approval of update to Mr. Yoram Naveh's tenure and employment as per section |
Approve |
| No. | Agenda topic per T460 |
Topic Details | Resolution Summary | Meeting Decision |
|---|---|---|---|---|
| CEO, as per section 272(g1) of the Companies Law and section 2 of the Compensation Law for officers in effect from 2025 and on |
272(g1) and section 2 of the Compensation Law in effect from 2025 and onwards |
|||
| 14 | 14 | Approval of private allocation of 10,572 restricted share units to the company CEO, convertible into ordinary shares as per section 272(g1) of the Companies Law |
Approval of private allocation of 10,572 restricted share units to the CEO, convertible into ordinary shares as per section 272(g1) |
Approve |
Detailed Voting Data for Decisions Where the Required Majority is Not "Regular Majority":
[Selected rows with actual voting percentages:]
Total voting rights: 80,044,260
Securities participated: 56,901,431
For: 56,795,703 (99.81%)
Against: 105,728 (0.19%)
Out of non-interested parties: For: 99.81%; Against: 0.19%
Percentage of votes for from non-controlling shareholders: 99.81%
Against out of total: 0.13%
Company classified any shareholder who voted against as having personal interest: No
Total voting rights: 80,044,260
Securities participated: 56,955,131
For: 56,848,634 (99.81%)
Against: 106,497 (0.19%)
Out of non-interested parties: For: 99.81%; Against: 0.19%
Percentage of votes for from non-controlling shareholders: 99.81%
Against out of total: 0.13%
Company classified any shareholder who voted against as having personal interest: No
For: 49,143,796 (86.28%)
Against: 7,811,634 (13.72%)
Percentage of votes for from non-controlling shareholders: 86.28%
Against out of total: 9.76%
Company classified any shareholder who voted against as having personal interest: No
Approval of update to terms for Mr. Haim Samet:
For: 43,687,493 (76.70%)
Note to Section 3—In reporting the absence of personal interest of a voter (including a proxy), the company relied, among other things, on the declarations of participating shareholders and their proxies according to the matter.
Below are details regarding business relations between the company and institutional entities, funds, interested parties who participated in the vote ("voting entities"):
Naturally, among other things considering the size of Clal group, its holdings, and its extensive business activities in various industries in Israel and around the world, some voting entities that voted in the meeting conduct business with the company and group members. To the Company's best knowledge, these regular and non-material relationships (though for some entities may not be negligible) include: contracts regarding insurance/pension/financial services; investments by group members in traded and/or nontraded securities and financial products of voting institutional entities/their groups and vice versa; financial/pension marketing/consulting services; insurance brokerage; consulting services; underwriting and distribution for offerings; sales/rental of space and assets; real estate management; trustee services; credit facilities; and may include non-material business by way of joint investments in third parties and/or real estate, including investment funds, credit consortiums, joint business projects and similar activities.
For more details see the full Hebrew document or contact the company.
Company Secretary: Adv. Adi Barkan Stern
Contact info: Clal Insurance Enterprises Holdings Ltd. Raoul Wallenberg 36, Tel Aviv, P.O. Box 37070, 6136902 Phone: 03-6387575, 03- 6387577 Fax: 03-6397011 Email: [email protected]
Electronic reporter name: Barkan Stern Adi Position: Company Secretary Employer: Clal Insurance Company Ltd. Alternate contact: [email protected]
Previous entity names:
The company's securities are listed for trading on the Tel Aviv Stock Exchange.
Form structure last updated: 06/08/2024
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