COMPUGEN LTD — Major Shareholding Notification 2009

Mar 30, 2009

SC 13D/A 1 zk96578.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \Backup\office\EDGAR Filing\Other Filers\Clal Industries and Investments Ltd\Compugen Ltd\96578\a96578.eep Control Number: 96578 Rev Number: 1 Client Name: Clal Industries & Investments Ltd Project Name: SC 13D/A Firm Name: Zadok-Keinan Ltd SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Rule 13d-101 Information to be Included in Statements Filed pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) (AMENDMENT NO. 2)* COMPUGEN LTD. -------------------------------------------------------------------------------- (Name of Issuer) ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE -------------------------------------------------------------------------------- (Title of Class of Securities) M25722105 -------------------------------------------------------------------------------- (CUSIP Number) CLAL INDUSTRIES AND INVESTMENTS LTD. THE TRIANGULAR TOWER 45TH FLOOR 3 AZRIELI CENTER TEL AVIV 67023 ATTN: CORPORATE SECRETARY TEL: 972-3-607-5794 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 29, 2009 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box []. NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 24 pages SCHEDULE 13D ---------------------------------- ---------------------------------- CUSIP NO. M25722105 ---------------------------------- ---------------------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Clal Biotechnology Industries Ltd. (no U.S. I.D. number) -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) [] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,551,873 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,551,873 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,551,873 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.95% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- Page 2 of 24 pages SCHEDULE 13D ---------------------------------- ---------------------------------- CUSIP NO. M25722105 ---------------------------------- ---------------------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Clal Industries and Investments Ltd. (no U.S. I.D. number) -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) [] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,562,399 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,562,399 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,399 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.99% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- Page 3 of 24 pages SCHEDULE 13D ---------------------------------- ---------------------------------- CUSIP NO. M25722105 ---------------------------------- ---------------------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS IDB Development Corporation Ltd. (no U.S. I.D. number) -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) [] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,562,399 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,562,399 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,399 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.99% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- Page 4 of 24 pages SCHEDULE 13D ---------------------------------- ---------------------------------- CUSIP NO. M25722105 ---------------------------------- ---------------------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS IDB Holding Corporation Ltd. (no U.S. I.D. number) -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) [] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,562,399 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,562,399 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,399 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.99% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- Page 5 of 24 pages SCHEDULE 13D ---------------------------------- ---------------------------------- CUSIP NO. M25722105 ---------------------------------- ---------------------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Nochi Dankner -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) [] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,562,399 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,562,399 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,399 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.99% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- Page 6 of 24 pages SCHEDULE 13D ---------------------------------- ---------------------------------- CUSIP NO. M25722105 ---------------------------------- ---------------------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Shelly Bergman -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) [] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,562,399 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,562,399 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,399 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.99% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- Page 7 of 24 pages SCHEDULE 13D ---------------------------------- ---------------------------------- CUSIP NO. M25722105 ---------------------------------- ---------------------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Avraham Livnat -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) [] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,562,399 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,562,399 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,399 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.99% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- Page 8 of 24 pages SCHEDULE 13D ---------------------------------- ---------------------------------- CUSIP NO. M25722105 ---------------------------------- ---------------------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Ruth Manor -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) [] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,562,399 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,562,399 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,399 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.99% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- Page 9 of 24 pages This Amendment No. 2 amends and supplements the Statement on Schedule 13D (as amended from time to time, the "Statement") in respect of the Ordinary Shares, par value NIS 0.01 per share, ("Ordinary Shares"), of Compugen Ltd. (the "Issuer"), initially filed with the Securities and Exchange Commission ("SEC") by the Reporting Persons (as defined in the Statement) on July 7, 2003. Unless otherwise defined in this Amendment No. 2, capitalized terms have the meanings given to them in the Statement. The following amends and supplements Items 2, 5 and 7 of the Statement. ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Statement is hereby amended and restated in its entirety as follows: (a), (b) and (c): The Reporting Persons. The following are the names of the reporting persons (the "REPORTING PERSONS"), the place of organization, principal business, and address of the principal business or office of each Reporting Person that is a corporation, and the residence or business address and present principal occupation of each Reporting Person who is a natural person: (1) Clal Biotechnology Industries Ltd., ("CBI "), an Israeli public corporation, with its principal office at the Triangular Tower, 45th floor, 3 Azrieli Center, Tel Aviv 67023, Israel. CBI is a holding company, the activities of which consist of establishment, acquisition and development of companies in the life science industry. The outstanding shares of CBI are listed for trading on the Tel Aviv Stock Exchange ("TASE"). CBI owns directly Ordinary Shares of the Issuer. (2) Clal Industries and Investments Ltd. ("CLAL INDUSTRIES"), an Israeli public corporation, with its principal office at the Triangular Tower, 45th floor, 3 Azrieli Center, Tel Aviv 67023, Israel. Clal Industries is a holding company whose principal holdings are in the industrial and technology sectors. The outstanding shares of Clal Industries are listed for trading on the TASE. CBI is a majority owned subsidiary of Clal Industries. Clal Industries owns directly Ordinary Shares of the Issuer. By reason of Clal Industries' control of CBI, Clal Industries may be deemed beneficial owner of, and to share the power to vote and dispose of, the Ordinary Shares owned directly by CBI. (3) IDB Development Corporation Ltd. ("IDB DEVELOPMENT"), an Israeli private corporation, with its principal office at the Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 67023, Israel. IDB Development, through its subsidiaries, organizes, acquires interests in, finances and participates in the management of companies. Parts of the securities of IDB Development are listed on the TASE. IDB Development owns the majority of the outstanding shares of, and controls, Clal Industries. By reason of IDB Development's control of Clal Industries, IDB Development may be deemed beneficial owner of, and to share the power to vote and dispose of, the Ordinary Shares beneficially owned by Clal Industries. (4) IDB Holding Corporation Ltd., an Israeli public corporation ("IDB HOLDING" or "IDBH"), with its principal office at the Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 67023, Israel. IDB Holding is a holding company that, through its wholly owned subsidiary, IDB Development, organizes, acquires interests in, finances and participates in the management of companies. The outstanding shares of IDB Holding are listed for trading on the TASE. By reason of IDB Holding's control of IDB Development, IDB Holding may be deemed beneficial owner of, and to share the power to vote and dispose of, the Ordinary Shares owned beneficially by IDB Development. Page 10 of 24 pages The following persons, may by reason of their interests in and relationships among them with respect to IDB Holding be deemed to control the corporations referred to in paragraphs (1) - (4) above: (5) Mr. Nochi Dankner, whose address is the Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 67023, Israel. His present principal occupation is Chairman and Chief Executive Officer of IDB Holding; Chairman of IDB Development and Clal Industries; director of companies. (6) Mrs. Shelly Bergman, whose address is 9, Hamishmar Ha'Ezrachi Street, Afeka, Tel-Aviv, Israel. Her present principal occupation is director of companies. (7) Mrs. Ruth Manor, whose address is 26 Hagderot Street, Savion, Israel. Her present principal occupation is director of companies. (8) Mr. Avraham Livnat, whose address is 1 Taavura Junction, Ramle, Israel. His present principal occupation is Managing Director of Taavura Holdings Ltd., an Israeli private company. Ganden Holdings Ltd. ("GANDEN HOLDINGS"), a private Israeli company, holds, directly and through Ganden Investments I.D.B. Ltd. ("GANDEN INVESTMENTS"), a private Israeli company which is an indirect wholly owned subsidiary of Ganden Holdings, approximately 55.26% of the issued share capital and approximately 55.31% of the voting rights of IDBH as follows: Ganden Investments holds approximately 37.73% of the issued share capital and approximately 37.76% of the voting rights of IDBH, and Ganden Holdings holds directly approximately 17.53% of the issued share capital and approximately 17.55% of the voting rights of IDBH. Shelly Bergman (one of the controlling shareholders of Ganden Holdings), holds through a private Israeli company which is wholly owned by her, hold approximately 4.23% of the issued share capital and voting rights of IDBH. The controlling shareholders of Ganden Holdings are Nochi Dankner, who holds, directly and through a company controlled by him, approximately 56.92% of the issued share capital and voting rights of Ganden Holdings, and his sister, Shelly Bergman, who held approximately 12.55% of the issued share capital and voting rights of Ganden Holdings. The aforementioned controlling shareholders are considered joint holders of approximately 69.47% of the issued share capital and voting rights of Ganden Holdings by virtue, INTER ALIA, of a co-operation and pre-coordination agreement between them. Nochi Dankner's control in Ganden Holdings also arises from an agreement signed by all the shareholders of Ganden Holdings, pursuant to which Nochi Dankner was granted, INTER ALIA, veto rights at meetings of the Board of Directors and the shareholders of Ganden Holdings and its subsidiaries. Ruth Manor controls Manor Holdings B.A. Ltd. ("MANOR HOLDINGS"), a private Israeli company, holds, directly and through Manor Investments - IDB Ltd. ("MANOR INVESTMENTS"), a private Israeli company, which is a subsidiary of Manor Holdings, approximately 13.42% of the issued share capital and approximately 13.43% of the voting rights of IDBH as follows: Manor Investments holds approximately 10.39% of the issued share capital and approximately 10.4% of the voting rights of IDBH and Manor Holdings held directly approximately 3.03% of the issued share capital and voting rights of IDBH. Avraham Livnat controls Avraham Livnat Ltd. ("LIVNAT"), a private Israeli company, holds directly and through Avraham Livnat Investments (2002) Ltd. ("LIVNAT INVESTMENTS"), a private Israeli company which is a wholly-owned subsidiary of Livnat, approximately 13.43% of the issued share capital and approximately 13.44% of the voting rights of IDBH as follows: Livnat Investments holds approximately 10.34% of the issued share capital and approximately 10.35% of the voting rights of IDBH and Livnat holds directly approximately 3.09% of the issued share capital and voting rights of IDBH. Page 11 of 24 pages Ganden Investments, Manor Investments and Livnat Investments entered into a Shareholders Agreement dated May 19, 2003 (the "IDB SHAREHOLDERS AGREEMENT") with respect to their ownership of shares of IDBH constituting in the aggregate approximately 51.70% of the outstanding shares of IDBH (Ganden Investments - 31.02%; Manor Investments - 10.34%; Livant Investments - 10.34%), for the purpose of maintaining and exercising control of IDBH as one single group of shareholders. Any holdings of said entities in IDBH in excess of said 51.70% of the issued share capital and voting rights of IDBH (as well as the direct holdings of Ganden Holdings, Manor Holdings, Avraham Livnat Ltd. and Shelly Bergman's wholly owned company in IDB Holding) are not subject to IDB Shareholders Agreement. The IDB Shareholders Agreement provides, among other things, that Ganden will be the manager of the group as long as Ganden and its permitted transferees will be the largest shareholders of IDBH among the parties to the IDB Shareholders Agreement; that the parties to the IDB Shareholders Agreement will vote together at shareholders' meetings of IDBH as shall be determined according to a certain mechanism set forth therein; and that they will exercise their voting power in IDB Holding for electing their designees as directors of IDBH and its direct and indirect subsidiaries. The term of the IDB Shareholders Agreement is twenty years from May 19, 2003. It is hereby clarified that the additional holdings in IDBH as follows: Ganden Holdings - approximately 17.53%, Ganden Investments - approximately 6.71%, Shelly Bergman - approximately 4.23%, Manor Holdings - approximately 3.03%, Manor Investments - approximately 0.05% and Livnat - approximately 3.09%, are not included in the IDBH Shareholders Agreement. Manor Investments is a company owned by Isaac Manor and Ruth Manor. Isaac Manor and Ruth Manor and their four children, Dori Manor, Tamar Manor Morel, Michal Topaz and Sharon Vishnia, hold all of the shares of Manor Investments through two private companies - Manor Holdings and Euro Man Automotive Ltd. ("EURO MAN"), as follows: Ruth and Isaac Manor hold all the shares of Manor Holdings, which holds 60% of the shares of Manor Investments; In addition, Ruth and Isaac Manor and their aforementioned children hold all of the shares of Euro Man, which holds 40% of the shares of Manor Investments, as follows: Ruth Manor and Isaac Manor each holds 10% of the shares of Euro Man; Dori Manor, Tamar Manor Morel, Michal Topaz and Sharon Vishnia each hold 20% of the shares of Euro Man. Livnat Investments is wholly owned by Livnat, which is entirely held by Avraham Livnat and his three sons, Zeev Livnat, Zvi Livnat and Shay Livnat, as follows: Avraham Livnat holds 75% of the voting rights in Livnat and Zvi Livnat hold 25% of the voting rights in Livnat. In addition, each of Messrs. Zeev Livnat, Zvi Livnat and Shay Livnat hold, approximately 33.3% of the rights to capital in Livnat. By reason of the control of IDB Holding by Nochi Dankner, Shelly Dankner-Bergman, Ruth Manor and Avraham Livnat, and the relations among them, as set forth above, Nochi Dankner, Shelly Dankner-Bergman, Ruth Manor and Avraham Livnat may each be deemed beneficial owner of, and to share the power to vote and dispose of, the Ordinary Shares beneficially owned by IDB Holding. The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) CBI, (ii) Clal Industries, (iii) IDB Holding and (iv) IDB Development are set forth in Exhibits 1, 2, 3 and 4 attached hereto, respectively, and incorporated herein by reference. (d) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Exhibits 1, 2, 3 and 4 to this Statement, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors. Page 12 of 24 pages (e) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Exhibits 1, 2, 3 and 4 to this Statement, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Persons referred to in (5), (6), (7) and (8) above are citizens of Israel. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Statement is hereby amended and restated in its entirety as follows: The Issuer has advised the Reporting Persons that there were 28,512,440 Ordinary Shares outstanding on March 25, 2009. The percentage of Ordinary Shares outstanding owned by the Reporting Persons set forth in this Statement is based on this number. (a), (b) As of March 25, 2009: (1) CBI is the beneficial owner, and shares with Clal Industries the power to vote and dispose of 2,551,873 Ordinary Shares, constituting approximately 8.95% of the outstanding Ordinary Shares. (2) Clal Industries directly owns 10,526 Ordinary Shares. It is the beneficial owner, and shares with CBI the power to vote and dispose of, 2,562,399 Ordinary Shares owned in the aggregate by Clal Industries and CBI, representing approximately 8.99% of the outstanding Ordinary Shares. Clal Industries disclaims beneficial ownership of the CBI Shares. (3) IDB Development is the beneficial owner, and may be deemed to share with Clal Industries the power to vote and dispose of, 2,562,399 Ordinary Shares beneficially owned by Clal Industries, representing approximately 8.99% of the outstanding Ordinary Shares. IDB Development disclaims beneficial ownership of the Ordinary Shares beneficially owned by Clal Industries. (4) IDB Holding and the Reporting Persons who are natural persons may be deemed to share the power to vote and dispose of the 2,562,399 Ordinary Shares beneficially owned by IDB Development, constituting approximately 8.99% of the outstanding Ordinary Shares. IDB Holding and the Reporting Persons who are natural persons disclaim beneficial ownership of such shares. Based on information furnished to the Reporting Persons, the Reporting Persons are not aware of any executive officer or director named in Exhibit 1-4 to the Statement, beneficially owning any Ordinary Shares. (c) None of the Reporting Persons or, to the Reporting Persons' knowledge, any of the executive officers and directors named in Exhibits 1 through 4 to this Statement, purchased or sold any Ordinary Shares in the sixty days preceding March 25, 2009, except as set forth below: Page 13 of 24 pages CBI made the following sales of Ordinary Shares, all of which were made in open market transactions on the NASDAQ: DATE AMOUNT OF ORDINARY SHARES PRICE PER SHARE (US $) ---- ------------------------- ---------------------- August 7, 2008 17,300 2.101 August 8, 2008 39,380 2.101 August 11, 2008 900 2.099 August 12, 2008 9,800 2.061 August 14, 2008 20,600 2.021 August 15, 2008 39,500 2.007 August 18, 2008 7,220 2.012 January 23, 2009 51,000 0.65 January 23, 2009 18,000 0.656 January 27, 2009 26,400 0.700 February 18, 2009 13,850 0.543 February 19, 2009 100 0.54 February 25, 2009 6,591 0.516 February 26, 2009 3,700 0.510 February 27, 2009 5,759 0.503 March 17, 2009 11,075 0.502 March 25, 2009 85,000 0.607 March 25, 2009 33,700 0.645 (d) Not applicable. (e) Not applicable. Page 14 of 24 pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Statement is hereby amended and restated in its entirety as follows: Exhibit # Description Exhibits 1-4 Name, citizenship, business address, present principal occupation and employer of executive officers and directors of (1) CBI (2) Clal Industries, (3) IDB Development and (4) IDB Holding. Exhibit 5 Joint Filing Agreement between Clal Industries and CBI authorizing Clal Industries to file this Schedule 13D and any amendments hereto (1) Exhibit 6 Joint Filing Agreement between Clal Industries and IDB Development authorizing Clal Industries to file this Schedule 13D and any amendments hereto (1) Exhibit 7 Joint Filing Agreement between Clal Industries and IDB Holding authorizing Clal Industries to file this Schedule 13D and any amendments hereto (1) Exhibit 8 Joint Filing Agreement between Clal Industries and Mr. Dankner authorizing Clal Industries to file this Schedule 13D and any amendments hereto (1) Exhibit 9 Joint Filing Agreement between Clal Industries and Mrs. Bergman authorizing Clal Industries to file this Schedule 13D and any amendments hereto (1) Exhibit 10 Joint Filing Agreement between Clal Industries and Mrs. Manor authorizing Clal Industries to file this Schedule 13D and any amendments hereto (1) Exhibit 11 Joint Filing Agreement between Clal Industries and Mr. Livnat authorizing Clal Industries to file this Schedule 13D and any amendments hereto (1) (1) Previously filed as Exhibits 5-11 to Amendment No. 1 to the Schedule 13D with the SEC on July 31, 2008, and incorporated herein by reference. SIGNATURE After reasonable inquiry and to the best of knowledge and belief of the undersigned, the undersigned hereby certify that the information set forth in this Statement is true, complete and correct. Dated: March 29, 2009 CLAL BIOTECHNOLOGY INDUSTRIES LTD. IDB DEVELOPMENT CORPORATION LTD. IDB HOLDING CORPORATION LTD. NOCHI DANKNER SHELLY DANKNER-BERGMAN AVRAHAM LIVNAT RUTH MANOR By: CLAL INDUSTRIES AND INVESTMENTS LTD. /s/ Yehuda Ben Ezra, /s/ Gonen Bieber ------------------------------------- Yehuda Ben Ezra, and Gonen Bieber authorized signatories of Clal Industries and Investments Ltd. for itself and on behalf of Clal Biotechnology Industries Ltd., IDB Holding Corporation Ltd, IDB Development Corporation Ltd., Nochi Dankner, Shelly Dankner-Bergman, Avraham Livnat and Ruth Manor pursuant to the agreements annexed as exhibits 5-11 to this Schedule 13D. Page 15 of 24 pages Exhibit 1 (Information provided as of March 29, 2009 in response to Items 2 through 6 of Schedule 13D) Executive Officers and Directors of Clal Biotechnology Industries Ltd. Address is: Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Avi Fischer Chairman of the Board Executive Vice President of IDB Holding; 3 Azrieli Center, Deputy Chairman of IDB Development; Triangular Tower, Co-Chief Executive Officer of Clal Tel Aviv, Israel Industries and Investments Ltd. Aahron Schwartz Director Vice President of Teva Pharmaceutical Industries 5 Basel St. Ltd. Petach Tikva, Israel Gavriel Barabash Director General Director of Sourasky Medical 17 Beny Neviim st. Center, Tel Aviv Ramt Gan. Israel Tamar Manor Morel* Director CTO Biotechnology of Clal Industries and 3 Azrieli Center, Investments Ltd. Triangular Tower, Tel Aviv, Israel Jonathan Kaplan Director Controlling shareholder of Jonathan Kaplan 7 Jabotinsky st. consulting & Investments Ltd. Ramt - Gan, Israel Ehud Raanani External Director Department Director of Cardiac Surgery, 69 Hapards st. Sheba Medical Center Tel Hashomer. Hod - Hasharon, Israel Avraham Zigelman External Director Director of Companies 8 Ori Caesary st. Tel Aviv, Israel Ruben Krupik Chief Executive officer Chief Executive officer of Clal 14 A Abba Hill Silver st. Biotechnology Industries Ltd and Arte Ramt Gan, Israel Venture Group Ltd. Amos Bankirer Vice President Partner of Arte Venture Group Ltd. 14 A Abba Hill Silver st. Ramt Gan, Israel Ofer Goldberg Vice President Partner and Director of Arte Venture Group 14 A Abba Hill Silver st. Ltd. Ramt Gan, Israel Ofer Gonen Vice President Partner and Director of Arte Venture Group 14 A Abba Hill Silver st. Ltd. Ramt Gan, Israel Page 16 of 24 pages NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Gil Milner Vice President Financial Financial Manager and Comptroller of Clal 14 A Abba Hill Silver st. Manager and Comptroller. Biotechnology Industries Ltd. Ramt Gan, Israel Nitsa Einan Vice President and General General Counsel of Clal Industries and 3 Azrieli Center, Counsel. Investments Ltd. and Clal Biotechnology Triangular Tower, Industries Ltd. Tel Aviv, Israel Joshua Hazenfrtz Internal Auditor Internal Auditor of Clal Biotechnology 52 Menahem Begin Road Industries Ltd. Ramt Gan, Israel Mrs. Tamar Manor Morel is a citizen of Israel and France. Page 17 of 24 pages Exhibit 2 (Information provided as of March 29, 2009 in response to Items 2 through 6 of Schedule 13D) Executive Officers and Directors of Clal Industries and Investments Ltd. Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel (citizenship the same as country of residence unless otherwise noted) NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Nochi Dankner Chairman of the Board of Chairman and Chief Executive Officer of IDB 3 Azrieli Center, the Triangular Tower 44th Directors and Co-Chief Holding; Chairman of IDB Development, DIC floor, Tel Aviv 67023, Israel Executive. and Clal Industries and Investments Ltd.; Businessman and Director of companies Avi Fischer Director Executive Vice President of IDB Holdings; 3 Azrieli Center, the Triangular Tower 45th Deputy Chairman of IDB Development; floor, Tel Aviv 67023, Israel Co-Chief Executive Officer of Clal Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building 3 Azrieli Center, the Triangular Tower 44th Corporation Ltd.; Co-Chairman of Super-Sol floor, Tel Aviv 67023, Israel Ltd. Marc Schimmel Director Director of UKI Investments 54-56 Euston St., London NW1 U.K. Yecheskel Dovrat Director Economic consultant and director of 1 Nachshon St., Ramat Hasharon, Israel. companies. Eliahu Cohen Director Chief Executive Officer of IDB Development. 3 Azrieli Center, the Triangular Tower 44th floor, Tel Aviv 67023, Israel Shay Livnat Director President of Zoe Holdings Ltd. 31 HaLechi St., Bnei Brak 51200, Israel David Leviatan Director Director of Companies. 18 Mendele St., Herzeliya, Israel Page 18 of 24 pages NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Nachum Langental External Director Director of companies 3 Jabotinski St., Ramat Gan, Israel Isaac Manor** Director Chairman of companies in the motor vehicle 26 Hagderot St., Savion, Israel sector of the David Lubinski Ltd. Group. Dori Manor** Director Chief Executive Officer of companies in the 17 Kerem Hazitim St., Savion, Israel motor vehicle sector of the David Lubinski Ltd. group. Adiel Rosenfeld, 42 Ha'Alon St., Timrat Director Representative in Israel of Aktiva group. 36576, Israel Liora Polachek External Director Independent Lawyer, Partner and Director 46 He Beiyyar st., Tel Aviv, Israel at Sitan Polachek Attorney. Zeev Ben- Asher External Director Managers Coacher and organizational 20 Carmely st., Ramt- Gan, Israel consultant. Zvi Livnat, Co- Chief Executive Executive Vice President of IDB Holding; 3 Azrieli Center, the Triangular Tower 45th Deputy Chairman of IDB Development; floor, Tel Aviv 67023, Israel Co-Chief Executive Officer of Clal Industries and Investments Ltd. Nitsa Einan, Vice President and General General Counsel of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Counsel. Investments Ltd. and Clal Biotechnology floor, Tel Aviv 67023, Israel Industries Ltd. Yehuda Ben Ezra Vice President and Comptroller. Comptroller of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel Gonen Bieber,** Vice President and Financial Financial Manager of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Manager. Investments Ltd. floor, Tel Aviv 67023, Israel Guy Rosen, Senior Vice President Vice President of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. Chairman of Israir floor, Tel Aviv 67023, Israel Airlines and Truism Ltd Page 19 of 24 pages NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Boaz Simons, Senior Vice President Vice President of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel Tal Mund Vice President Business Development of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel Ilan Amit, Internal Auditor Internal Auditor of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel * Mr. Mark Schimmel is a citizen of Great Britain. ** Mr. Isaac Manor and Mr. Dori Manor are citizens of Israel and France *** Mr. Bieber is a citizen of Israel and the Republic of Germany. Page 20 of 24 pages Exhibit 3 (Information provided as of March 29, 2009 in response to Items 2 through 6 of Schedule 13D) Executive Officers and Directors of IDB Development Corporation Ltd. Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel (citizenship is Israel, unless otherwise noted) NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of 3 Azrieli Center, The Triangular Tower, 44th Board of Directors IDB Holding; Chairman of IDB floor, Tel-Aviv 67023, Israel and Chief Executive Development, DIC and Clal Industries and Officer Investments Ltd.; Businessman and Director of companies. Isaac Manor () Deputy Chairman of Chairman of companies in the motor 103 Kahanman Street, Bnei brak 51553, Israel the Board of vehicle sector of the David Lubinski Directors Ltd. group. Arie Mientkavich Vice Chairman of Chairman of Elron; Deputy Chairman of 14 Betzalel Street, the Board of Gazit-Globe Ltd. and Chairman of Jerusalem 94591,Israel Directors Gazit-Globe Israel (Development) Ltd. Zehava Dankner Director Director of companies. 64 Pinkas Street, Tel Aviv 62157, Israel Lior Hannes Director Senior Executive Vice President of IDB 3 Azrieli Center, The Triangular Tower, 44th Development; Chief Executive Officer of floor, Tel-Aviv 67023, Israel IDB Investments (U.K.) Ltd. Refael Bisker Director Chairman of Property and Building 3 Azrieli Center, The Triangular Tower, 44th Corporation Ltd.; Co-Chairman of floor, Tel-Aviv 67023, Israel Shufersal Ltd. Jacob Schimmel Director Co- Managing Director of UKI Investments. 17 High field Gardens, London NW11 9HD, United Kingdom Shaul Ben-Zeev Director Chief Executive Officer of Avraham Taavura Junction, Ramle 72102, Israel Livnat Ltd. Eliahu Cohen Director Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Development. floor, Tel-Aviv 67023, Israel Page 21 of 24 pages NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Dori Manor () Director Chief Executive Officer of companies in 103 Kahanman Street, Bnei brak 51553, Israel the motor vehicle sector of the David Lubinski Ltd. group. Meir Rosenne Director Attorney. 8 Oppenheimer Street, Ramat Aviv, Tel Aviv 69395, Israel Shmuel Lachman External Director Information technology consultant 9A Khilat Jatomir Street, Tel Aviv 69405, Israel Zvi Dvoresky External Director Chief Executive officer of Beit Kranot 3 Biram Street, Trust Ltd. Haifa 34986, Israel Zvi Livnat Director and Executive Vice President of IDB Holding; 3 Azrieli Center, The Triangular Tower, 45th Executive Vice Deputy Chairman of IDB Development; floor, Tel-Aviv 67023, Israel President Co-Chief Executive Officer of Clal Industries and Investments Ltd. Avi Fischer Executive Vice Executive Vice President of IDB Holding; 3 Azrieli Center, The Triangular Tower, 45th President Deputy Chairman of IDB Development; floor, Tel-Aviv 67023, Israel Co-Chief Executive Officer of Clal Industries and Investments Ltd. Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding; 3 Azrieli Center, The Triangular Tower, 44th Officer Executive Vice President and Chief floor, Tel-Aviv 67023, Israel Financial Officer of IDB Development. Haim Tabouch Comptroller Comptroller of IDB Holding; Vice 3 Azrieli Center, The Triangular Tower, 44th President and Comptroller of IDB floor, Tel-Aviv 67023, Israel Development. * Mr. Issac Manor and Mr. Dori Manor are citizens of Israel and France. Page 22 of 24 pages Exhibit 4 (Information provided as of March 29, 2009 in response to Items 2 through 6 of Schedule 13D) Executive Officers, Directors and Persons Controlling IDB Holding Corporation Ltd. Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel (citizenship the same as country of residence unless otherwise noted) NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of 3 Azrieli Center, The Triangular Tower, 44th Board of Directors IDB Holding; Chairman of IDB floor, Tel-Aviv 67023, Israel Development, DIC and Clal Industries and Investments Ltd.; Businessman and Director of companies. Zehava Dankner Director Director of companies. 64 Pinkas Street, Tel Aviv 62157, Israel Avi Fischer Deputy Chairman of Executive Vice President of IDB Holding; 3 Azrieli Center, The Triangular Tower, 45th the Board of Deputy Chairman of IDB Development; floor, Tel-Aviv 67023, Israel Directors Co-Chief Executive Officer of Clal Industries and Investments Ltd. Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding; 3 Azrieli Center, The Triangular Tower, 45th the Board of Deputy Chairman of IDB Development; floor, Tel-Aviv 67023, Israel Directors Co-Chief Executive Officer of Clal Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building 3 Azrieli Center, The Triangular Tower, 44th Corporation Ltd.; Co-Chairman of floor, Tel-Aviv 67023, Israel Shufersal Ltd. Jacob Schimmel Director Co- Managing Director of UKI Investments. 7 High field Gardens, London NW11 9HD, United Kingdom Shay Livnat Director President of Zoe Holdings Ltd. 3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel Eliahu Cohen Director and Chief Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower 44th Executive Officer Development. floor, Tel-Aviv 67023, Israel Isaac Manor () Director Chairman of companies in the motor 103 Kahanman Street, Bnei brak 51553, Israel vehicle sector of the David Lubinski Ltd. group. Page 23 of 24 pages NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Dori Manor () Director Chief Executive Officer of companies in 103 Kahanman Street, Bnei brak 51553, Israel the motor vehicle sector of the David Lubinski Ltd. group. Abraham Ben Joseph Director Director of companies. 87 Haim Levanon Street, Tel-Aviv 69345, Israel Amos Malka Director Director of companies 18 Nahal Soreq Street, Modi'in 71700, Israel Prof. Yoram Margalioth Director Senior lecturer (expert on tax laws) at 16 Ha'efroni Street, Raanana 43724, Israel the Faculty of Law in the Tel Aviv University. Irit Izakson Director Director of companies. 15 Great Matityahou Cohen Street, Tel-Aviv 62268, Israel Lior Hannes Senior Executive Senior Executive Vice President of IDB 3 Azrieli Center, The Triangular Tower, 44th Vice President Development; Chief Executive Officer of floor, Tel-Aviv 67023, Israel IDB Investments (U.K.) Ltd. Dr. Eyal Solganik Executive Vice Executive Vice President and Chief 3 Azrieli Center, The Triangular Tower, 44th President and Chief Financial Officer of IDB Development; floor, Tel-Aviv 67023, Israel Financial Officer Chief Financial Officer of IDB Holding. Ari Raved Vice President Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Haim Gavrieli Executive Vice Executive Vice President of IDB 3 Azrieli Center, The Triangular Tower, 44th President Development. floor, Tel-Aviv 67023, Israel Haim Tabouch Vice President and Vice President and Comptroller of IDB 3 Azrieli Center, The Triangular Tower, 44th Comptroller Development; Comptroller of IDB Holding. floor, Tel-Aviv 67023, Israel Inbal Tzion Vice President and Vice President and Corporate Secretary 3 Azrieli Center, The Triangular Tower, 44th Corporate Secretary of IDB Development; Corporate Secretary floor, Tel-Aviv 67023, Israel of IDB Holding. (*) Mr. Issac Manor and Mr. Dori Manor are citizens of Israel and France. Page 24 of 24 pages