COMPUGEN LTD — Major Shareholding Notification 2009

Jul 20, 2009

SC 13D/A 1 zk97015.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \Backup\edgar filing\Other Filers\Clal Industries and Investments Ltd\Compugen Ltd\97015\a97015.eep Control Number: 97015 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. 5)* 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 45(TH) 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) JULY 5, 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). 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 1,311,050 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,311,050 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,311,050 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.60% -------------------------------------------------------------------------------- 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 1,321,576 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,321,576 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,576 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.64% -------------------------------------------------------------------------------- 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 1,321,576 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,321,576 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,576 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.64% -------------------------------------------------------------------------------- 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 1,321,576 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,321,576 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,576 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.64% -------------------------------------------------------------------------------- 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 1,321,576 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,321,576 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,576 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.64% -------------------------------------------------------------------------------- 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 1,321,576 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,321,576 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,576 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.64% -------------------------------------------------------------------------------- 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 1,321,576 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,321,576 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,576 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.64% -------------------------------------------------------------------------------- 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 1,321,576 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,321,576 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,321,576 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.64% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- Page 9 of 24 pages This Amendment No. 5 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. 5, 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, 44(TH) 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 HOLDINGS" or "IDBH"), with its principal office at the Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 67023, Israel. IDB Holdings 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 Holdings are listed for trading on the TASE. By reason of IDB Holdings' control of IDB Development, IDB Holdings 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 Holdings be deemed to control the corporations referred to in paragraphs (1) - (4) above: (5) Mr. Nochi Dankner, whose address is the Triangular Tower, 44(TH) 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 voting rights of IDBH as follows: Ganden Investments holds approximately 37.73% of the issued share capital and voting rights of IDBH, and Ganden Holdings holds directly approximately 17.53% of the issued share capital and 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 voting rights of IDBH as follows: Manor Investments holds approximately 10.39% of the issued share capital and 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 voting rights of IDBH as follows: Livnat Investments holds approximately 10.34% of the issued share capital and 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 Holdings) 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 Holdings 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 Holdings by Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat, and the relations among them, as set forth above, Nochi Dankner, Shelly 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 Holdings. 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 Holdings 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 31, 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 July 5, 2009: (1) CBI is the beneficial owner, and shares with Clal Industries the power to vote and dispose of 1,311,050 Ordinary Shares, constituting approximately 4.60% 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, 1,321,576 Ordinary Shares owned in the aggregate by Clal Industries and CBI, representing approximately 4.64% 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, 1,321,576 Ordinary Shares beneficially owned by Clal Industries, representing approximately 4.64% of the outstanding Ordinary Shares. IDB Development disclaims beneficial ownership of the Ordinary Shares beneficially owned by Clal Industries. (4) IDB Holdings and the Reporting Persons who are natural persons may be deemed to share the power to vote and dispose of the 1,321,576 Ordinary Shares beneficially owned by IDB Development, constituting approximately 4.64% of the outstanding Ordinary Shares. IDB Holdings 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 July 5, 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: AMOUNT OF ORDINARY PRICE PER SHARE DATE SHARES (US $) ------------- --------------- --------------- June 24, 2009 19,296 1.558 June 25, 2009 85,094 1.651 June 26, 2009 99,255 1.587 June 29, 2009 100,000 1.791 June 30, 2009 27,800 2.062 July 1, 2009 27,300 1.976 July 2, 2009 17,700 1.912 (d) Not applicable. (e) Not applicable. 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. Page 14 of 24 pages 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: July 20, 2009 CLAL BIOTECHNOLOGY INDUSTRIES LTD. IDB DEVELOPMENT CORPORATION LTD. IDB HOLDING CORPORATION LTD. NOCHI DANKNER SHELLY 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 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 July 20, 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 (Citizenship the same as country of residence unless otherwise noted) NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Avi Fischer Chairman of the Board Executive Vice President of IDB 3 Azrieli Center, Holding; Deputy Chairman of IDB Triangular Tower, Development; Co-Chief Executive Tel Aviv, Israel Officer of Clal Industries and Investments Ltd. Aahron Schwartz Director Vice President of Teva Pharmaceutical 5 Basel St. Industries 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 3 Azrieli Center, and Investments Ltd. Triangular Tower, Tel Aviv, Israel Jonathan Kaplan Director Controlling shareholder of Jonathan 7 Jabotinsky st. Kaplan consulting & Investments Ramt - Gan, Israel Ltd. 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 Gil Milner Vice President Financial Financial Manager and Comptroller of 14 A Abba Hill Silver st. Manager and Comptroller. Clal Biotechnology Industries Ltd. Ramt Gan, Israel Page 16 of 24 pages NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Nitsa Einan Vice President and General Counsel of Clal Industries and 3 Azrieli Center, General Counsel. Investments Ltd. and Clal Biotechnology Triangular Tower, Industries Ltd. Tel Aviv, Israel Ofer Goldberg Vice President Group Partner and Director of Arte 14 A Abba Hill Silver st. Venture Ltd. Ramt Gan, Israel Ofer Gonen Vice President Partner and Director of Arte Venture 14 A Abba Hill Silver st. Group Ltd. Ramt Gan, 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 July 20, 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 3 Azrieli Center, Directors and Co-Chief of IDB Holding; Chairman of IDB the Triangular Tower 44(TH) floor, Executive. Development, DIC and Clal Industries Tel Aviv 67023, Israel and Investments Ltd.; Businessman and Director of companies Avi Fischer Director Executive Vice President of IDB 3 Azrieli Center, Holdings; Deputy Chairman of IDB the Triangular Tower 45(TH) floor, Development; Co-Chief Executive Tel Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building 3 Azrieli Center, Corporation Ltd.; Co-Chairman of the Triangular Tower 44(TH) floor, Super-Sol Ltd. Tel Aviv 67023, Israel Marc Schimmel Director Director of UKI Investments 54-56 Euston St., London NW1 U.K. Yecheskel Dovrat Director Economic consultant and director 1 Nachshon St., of companies. Ramat Hasharon, Israel. Eliahu Cohen Director Chief Executive Officer of IDB 3 Azrieli Center, Development. the Triangular Tower 44(TH) 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 -------------- -------- ---------------------------- Isaac Manor** Director Chairman of companies in the motor 26 Hagderot St., vehicle sector of the David Lubinski Savion, Israel Ltd. Group. Dori Manor** Director Chief Executive Officer of companies 17 Kerem Hazitim St., in the motor vehicle sector of the Savion, Israel David Lubinski Ltd. group. Adiel Rosenfeld, Director Representative in Israel of Aktiva 42 Ha'Alon St., group. Timrat 36576, Israel Liora Polachek External Director Independent Lawyer, Partner and 46 He Beiyyar st., Director at Sitan Polachek Attorney. Tel Aviv, Israel Zeev Ben- Asher External Director Managers Coacher and organizational 20 Carmely st., consultant. Ramt- Gan, Israel Zvi Livnat Co- Chief Executive Executive Vice President of IDB 3 Azrieli Center, Holding; Deputy Chairman of IDB the Triangular Tower 45(TH) floor, Development; Co-Chief Executive Tel Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Boaz Simons, Senior Vice President Vice President of Clal Industries and 3 Azrieli Center, Investments Ltd. the Triangular Tower 45(TH) floor, Tel Aviv 67023, Israel Guy Rosen, Senior Vice President Vice President of Clal Industries and 3 Azrieli Center, Investments Ltd. Chairman of Israir the Triangular Tower 45(TH) floor, Airlines and Truism Ltd Tel Aviv 67023, Israel Gonen Bieber,*** Vice President and Financial Manager of Clal Industries 3 Azrieli Center, Financial Manager. and Investments Ltd. the Triangular Tower 45(TH) floor, Tel Aviv 67023, Israel Nitsa Einan Vice President and General General Counsel of Clal Industries 3 Azrieli Center, Counsel. and Investments Ltd. and Clal the Triangular Tower 45(TH) floor, Biotechnology Industries Ltd. Tel Aviv 67023, Israel Yehuda Ben Ezra Vice President and Comptroller of Clal Industries and 3 Azrieli Center, Comptroller. Investments Ltd. the Triangular Tower 45(TH) floor, Tel Aviv 67023, Israel Page 19 of 24 pages NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Tal Mund Vice President Business Development of Clal 3 Azrieli Center, Industries and Investments Ltd. the Triangular Tower 45(TH) floor, Tel Aviv 67023, Israel Ilan Amit, Internal Auditor Internal Auditor of Clal Industries 3 Azrieli Center, and Investments Ltd. the Triangular Tower 45(TH) 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. Gonen Bieber is a citizen of Israel and the Republic of Germany. Page 20 of 24 pages Exhibit 3 (Information provided as of July 20, 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 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, Board of Directors IDB Holding; Chairman of IDB The Triangular Tower, 44(TH) floor, Development, DIC and Clal Industries Tel-Aviv 67023, Israel 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 Board of Deputy Chairman of IDB Development; The Triangular Tower, 45(TH) floor, Directors Co-Chief Executive Officer of Clal Tel-Aviv 67023, Israel Industries and Investments Ltd. Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding; 3 Azrieli Center, the Board of Deputy Chairman of IDB Development; The Triangular Tower, 45(TH) floor, Directors Co-Chief Executive Officer of Clal Tel-Aviv 67023, Israel Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building 3 Azrieli Center, Corporation Ltd.; Co-Chairman of The Triangular Tower, 44(TH) floor, Shufersal Ltd. Tel-Aviv 67023, Israel Jacob Schimmel Director Co- Managing Director of UKI 7 High field Gardens, Investments. London NW11 9HD, United Kingdom Shay Livnat Director President of Zoe Holdings Ltd. 3 Azrieli Center, The Triangular Tower, 45(TH) floor, Tel-Aviv 67023, Israel Eliahu Cohen Director and Chief Chief Executive Officer of IDB 3 Azrieli Center, Executive Officer Development. The Triangular Tower 44(TH) floor, Tel-Aviv 67023, Israel Isaac Manor () Director Chairman of companies in the motor 103 Kahanman Street, vehicle sector of the David Lubinski Bnei brak 51553, Israel Ltd. group. Page 21 of 24 pages NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Dori Manor () Director Chief Executive Officer of companies in 103 Kahanman Street, the motor vehicle sector of the David Bnei brak 51553, Israel 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, the Faculty of Law in the Tel Aviv Raanana 43724, Israel 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, Vice President Development; Chief Executive Officer of The Triangular Tower, 44(TH) floor, IDB Investments (U.K.) Ltd. Tel-Aviv 67023, Israel Dr. Eyal Solganik Executive Vice Executive Vice President and Chief 3 Azrieli Center, President and Chief Financial Officer of IDB Development; The Triangular Tower, 44(TH) floor, Financial Officer Chief Financial Officer of IDB Holding. Tel-Aviv 67023, Israel Ari Raved Vice President Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44(TH) floor, Tel-Aviv 67023, Israel Gonen Bieber ** Vice President Vice President of IDB Development 3 Azrieli Center, The Triangular Tower, 45(TH) floor, Tel-Aviv 67023, Israel Haim Gavrieli Executive Vice Executive Vice President of IDB 3 Azrieli Center, President Development. The Triangular Tower, 44(TH) floor, Tel-Aviv 67023, Israel Haim Tabouch Vice President and Vice President and Comptroller of IDB 3 Azrieli Center, Comptroller Development; Comptroller of IDB Holding. The Triangular Tower, 44(TH) floor, Tel-Aviv 67023, Israel Inbal Tzion Vice President and Vice President and Corporate Secretary 3 Azrieli Center, Corporate Secretary of IDB Development; Corporate Secretary The Triangular Tower, 44(TH) floor, of IDB Holding. Tel-Aviv 67023, Israel Ilan Amit, Internal Auditor Internal Auditor of IDB Development 3 Azrieli Center, Corporation Ltd. the Triangular Tower 45(TH) floor, Tel Aviv 67023, Israel () Mr. Issac Manor and Mr. Dori Manor are citizens of Israel and France. (**) Mr. Bieber is a citizen of Israel and the Republic of Germany. Page 22 of 24 pages EXHIBIT 4 (Information provided as of July 20, 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 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, Board of Directors IDB Holding; Chairman of IDB The Triangular Tower, 44(TH) floor, and Chief Executive Development, DIC and Clal Industries and Tel-Aviv 67023, Israel Officer Investments Ltd.; Businessman and Director of companies. Isaac Manor () Deputy Chairman of Chairman of companies in the motor 103 Kahanman Street, the Board of vehicle sector of the David Lubinski Bnei brak 51553, Israel 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, Development; Chief Executive Officer of The Triangular Tower, 44(TH) floor, IDB Investments (U.K.) Ltd. Tel-Aviv 67023, Israel Refael Bisker Director Chairman of Property and Building 3 Azrieli Center, Corporation Ltd.; Co-Chairman of The Triangular Tower, 44(TH) floor, Shufersal Ltd. Tel-Aviv 67023, Israel Jacob Schimmel Director Co- Managing Director of UKI 7 High field Gardens, Investments. London NW11 9HD, United Kingdom Shaul Ben-Zeev Director Chief Executive Officer of Avraham Taavura Junction, Livnat Ltd. Ramle 72102, Israel Eliahu Cohen Director Chief Executive Officer of IDB 3 Azrieli Center, Development. The Triangular Tower, 44(TH) floor, Tel-Aviv 67023, Israel Page 23 of 24 pages NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION -------------- -------- ---------------------------- Dori Manor (*) Director Chief Executive Officer of companies in 103 Kahanman Street, the motor vehicle sector of the David Bnei brak 51553, Israel 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, Executive Vice Deputy Chairman of IDB Development; The Triangular Tower, 45(TH) floor, President Co-Chief Executive Officer of Clal Tel-Aviv 67023, Israel Industries and Investments Ltd. Avi Fischer Executive Vice Executive Vice President of IDB Holding; 3 Azrieli Center, President Deputy Chairman of IDB Development; The Triangular Tower, 45(TH) floor, Co-Chief Executive Officer of Clal Tel-Aviv 67023, Israel Industries and Investments Ltd. Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding; 3 Azrieli Center, Officer Executive Vice President and Chief The Triangular Tower, 44(TH) floor, Financial Officer of IDB Development. Tel-Aviv 67023, Israel Haim Tabouch Comptroller Comptroller of IDB Holding; Vice 3 Azrieli Center, President and Comptroller of IDB The Triangular Tower, 44(TH) floor, Development. Tel-Aviv 67023, Israel Ilan Amit, Internal Auditor Internal Auditor of IDB Holding 3 Azrieli Center, Corporation Ltd. the Triangular Tower 45(TH) floor, Tel Aviv 67023, Israel * Mr. Issac Manor and Mr. Dori Manor are citizens of Israel and France. Page 24 of 24 pages