
Alony-Hetz Properties & Investments Ltd. ("the company")
The company hereby gives notice of the convening of an annual general meeting of the Company's shareholders (the "Meeting") to be held on Tuesday December 31, 2024 at 2:00 p.m., at the Company's registered office address at 2 Jabotinsky St., Amot Atrium Tower (40th floor), Ramat Gan ("Company Offices").
This is an English translation of the agenda only of the Meeting, as convened in an immediate report published by the company on November 19, 2024 (reference No. 2024-01-616686) at the ISA reporting website (magna.isa.gov.il) (hereafter: "The Hebrew Version"). The English version is only for convenience purposes. This is not a full translation or an official translation and has no binding force. The translation in any case cannot perfectly reflect the full Hebrew Version. In any case, the Hebrew Version shall prevail.
On the agenda of the Meeting
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- Discussion of the financial statements and the report of the Company's Board of Directors for the year ended December 31, 2023.
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- Reappointment of Brightman Almagor Zohar & Co. (the company's existing auditors) as an auditor for the Company from the date of this annual meeting until the date of the next annual meeting and receipt of a report on the auditor's remuneration for auditing activities and for additional services for 2023 ("Resolution A").
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- Reappointment of directors serving on the date of the immediate report1 to directors of the Company (the existing external directors will continue in office in accordance with the term of their appointment pursuant to the law) – Aviram Wertheim, Nathan Hetz,
1 With the exception of Mr. Amos Yadlin (Independent Director), who will complete his 9-year term on November 22, 2024.
Ilan Gifman, Bat-sheva Moshe (Independent Director), Rony Chillim Patishi (Independent Director) and Adva Sharvit ("Resolution B").
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- Approval of a remuneration policy for the company's officers in accordance with Amendment 20 to the Companies Law for the years 2025-2027 ("Resolution C").
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- Approval of a framework plan for the grant of options to directors who are not employed by the Company or providers of services to the Company and serving in the Company from time to time ("Resolution D").
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- Approval of a management agreement with the Chairman of the Company's Board of Directors, Mr. Aviram Wertheim ("Mr. Wertheim") ("Resolution E").
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- Appointment of Dr. Samer Haj-Yehia to serve as an external director of the Company2 for a term of three years beginning on the date of his appointment ("Resolution F").
Essential Dates
- (A)The record date for determining the eligibility of a shareholder of the Company to vote at the Meeting, is at the end of the trading day of Tuesday, November 26, 2024 (the "Effective Date").
- (B) The deadline for submitting position papers (the "Position Papers") is up to ten days prior to the date of the meeting, i.e., until December 21, 2024.
- (C)The deadline for submitting the response of the Company's Board of Directors to the Position Papers is December 26, 2024.
- (D) A shareholder's request to include an item on the agenda of the meeting shall be submitted to the company up to seven days after the meeting is summoned, i.e., by
Tuesday, November 26, 2024.
(E) If the Board of Directors finds that an issue requested for inclusion in the agenda as stated above is suitable to be discussed at the Meeting, the Company shall prepare an updated agenda and publish it no later than seven days after the deadline for submitting the application, i.e., by Tuesday, December 3, 2024.
2 Dr. Samer Haj Yehia will serve, subject to his election, as the third external director of the Company.
Reference to the immediate report – for further information reference is hereby made to the immediate report published by the company on November 19, 2024 (reference number: 2024- 01-616686).