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Gilat Satellite Networks Ltd. Board/Management Information 2021
6810_rns_2021-04-13_3b8164a1-40c5-4ea4-ad1e-6fbf28f9d6d6.pdf
Board/Management Information
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Gilat Satellite Networks Ltd. Declaration by an Applicant for the Post of Director Declaration by am 224A of the Companies Law, 1999
I, the undersigned:
| Last Name | Israeli ID / Passport Number First Name |
||
|---|---|---|---|
| 08881 | Angel | 012735478 | 16/11/1956 |
Declare, as follows:
道。 Definitions
In this declaration the following terms shall have the meanings set forth as follows (unless the context requires otherwise):
| (a) | "the Company" | - | Gilat Satellite Networks Ltd .; |
|---|---|---|---|
| (b) | "the Law" | The Israeli Companies Law, 1999. | |
| (c) | "Financial Expertise" | A director with an accounting and financial expertise is a person who, due to his education, experience and qualifications, has a high level of proficiency and understanding of business-accounting matters and financial statements in a manner that enables him to understand in depth the financial statements of the Company and to stimulate discussion of the presentation of the financial data; An assessment of the financial and accounting skills of a director shall be made by the board of directors, and shall include, inter alia, his education, experience and knowledge on the following subjects: (1) accounting issues and accounting control issues that are characteristic of the sector in which the Company operates and of companies of the size and complexity of the Company; (2) The functions of the auditor and the duties imposed upon him; (3) Preparation and approval of financial statements under the Law and the Securities Law 5728-1968 |
|
| (d) "Professional Qualifications"- | A director with professional qualifications is a person fulfilling one of the following conditions: (1) has an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration; (2) has a different academic degree or has completed other higher education studies, all in the main field of the company's business or in the field relevant to the job; (3) has at least five years' experience in one of the following, or has at least five years of cumulative experience in two or more of the following: (A) In a senior position in the field of business management of a corporation with a significant business scope. (B) In a senior public office or in a senior position in the public |
| service. (C) In a senior position in the Company's main field of activity |
|
|---|---|
| (e) "Held Company" | a consolidated company, a proportionately consolidated company or an Associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method |
Criminal Background 2.
I have not been convicted of any of the following crimes in the five years preceding the date of this declaration:
- i. Crimes pursuant to sections 290-297, 392, 415, 418-420 and 422-428 of the Israeli Penal Code, 1977, and sections 52C, 52D, 53(a) and 54 of the Israeli Securities Law, 1968;
- ii management of a company or of abuse of insider information; and
- iii. A conviction of another crime that the court has determined that, by its nature, seriousness or circumstances, I am not fit to serves as a director of a public company.
| Correct | Not Correct |
|---|---|
| ** |
If not Correct in connection with subsections i and ii above, please specify whether the court has determined, at your request, that in spite of the conviction, you are not prevented to serve as a director of a public company :
Enforcement Measurers 3.
I am not subject to an enforcement measure imposed by the Administrative Enforcement Committee, as set forth in Section 226A of the Law, prohibiting me to be appointed as a director in a public company.
| Correct | Not Correct |
|---|---|
| **** |
If not Correct, please specify:
4. Minor, Legally Incompetent and Bankruptcy
I am not a minor, legally incompetent, and I have not filed for bankruptcy or have been declared bankrupt.
| Correct | Not Correct |
|---|---|
| *** |
5. Qualifications
As far as I know, there is no other legal limitation regarding my appointment and/or my service as a director of the Company.
| Correct | Not Correct |
|---|---|
| **** |
I have the required qualifications and the ability to dedicate the proper time, to perform the position I flave the required qualifications and the the the things, any special needs and the size of the Company.
Details regarding the qualifications: See bio paragraph in the Proxy Statement
- Financial expertise and/or professional qualifications (by external directors only)
I have Financial Expertise.
| Correct Not Correct | |||
|---|---|---|---|
| -- | -- | --------------------- | -- |
I have Professional Qualifications.
| Correct | Not Correct | |
|---|---|---|
"Independence" under the Law 7.
I qualify as an "Independent Director" under the requirements set forth in the applicable definition in Section 1 of the Law:
i. I comply with the requirements of Sub-sections 240 (b) through (f) of the Law with respect to Outside Directors ("Dahatz");
| Correct | Not Correct | |
|---|---|---|
ii have not been acting as a director in the Company for the past nine consecutive years.
| Not Correct |
|---|
With regards to subsection ii above, if not correct please note the date that you were nominated for the first time:
With regards to subsection ii above, if not correct please note the date that you were nominated for the first time:
Signature: 9.
I declare that this is my name, this is my signature and the contents of my declaration set forth above are true.
I undertake to immediately advise the Company of any change resulting in any of the aforementioned statements being not full and accurate, as of the date of my appointment.
I am aware that my appointment as a member of the Companies directors' board is based on this declaration, and that my declaration will be reported by the Company, to the extent required in accordance with the requirements of the law.
(Signature) Isaac Angel (Printed Name),
(Date)
Gilat Satellite Networks Ltd. Declaration by an Applicant for the Post of Director Pursuant to Section 224A of the Companies Law, 1999
I, the undersigned:
| Last Name | First Name | Israeli ID / Passport Number | Date of Birth |
|---|---|---|---|
| Boehm | Amiram | 028785194 | 30.08.71 |
Declare, as follows:
1. Definitions
In this declaration the following terms shall have the meanings set forth as follows (unless the context requires otherwise):
| (a) "the Company" - |
Gilat Satellite Networks Ltd.; |
|---|---|
| (b) "the Law" - |
The Israeli Companies Law, 1999. |
| (c) "Financial Expertise" - |
A director with an accounting and financial expertise is a person who, due to his education, experience and qualifications, has a high level of proficiency and understanding of business-accounting matters and financial statements in a manner that enables him to understand in depth the financial statements of the Company and to stimulate discussion of the presentation of the financial data; An assessment of the financial and accounting skills of a director shall be made by the board of directors, and shall include, inter alia, his education, experience and knowledge on the following subjects: (1) accounting issues and accounting control issues that are characteristic of the sector in which the Company operates and of companies of the size and complexity of the Company; (2) The functions of the auditor and the duties imposed upon him; (3) Preparation and approval of financial statements under the Law and the Securities Law 5728-1968 |
| (d) "Professional Qualifications"- | A director with professional qualifications is a person fulfilling one of the following conditions: (1) has an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration; (2) has a different academic degree or has completed other higher education studies, all in the main field of the company's business or in the field relevant to the job; (3) has at least five years' experience in one of the following, or has at least five years of cumulative experience in two or more of the following: (A) In a senior position in the field of business management of a corporation with a significant business scope. (B) In a senior public office or in a senior position in the public |
| service. (C) In a senior position in the Company's main field of activity |
|
|---|---|
| (e) "Held Company" | a consolidated company, a proportionately consolidated company or an Associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method |
2. Criminal Background
I have not been convicted of any of the following crimes in the five years preceding the date of this declaration:
- i. Crimes pursuant to sections 290-297, 392, 415, 418-420 and 422-428 of the Israeli Penal Code, 1977, and sections 52C, 52D, 53(a) and 54 of the Israeli Securities Law, 1968;
- ii A conviction by a court outside of Israel of a crime of bribery, fraud, crimes relating to the management of a company or of abuse of insider information; and
- iii. A conviction of another crime that the court has determined that, by its nature, seriousness or circumstances, I am not fit to serves as a director of a public company.
| Correct | Not Correct |
|---|---|
| V |
If not Correct in connection with subsections i and ii above, please specify whether the court has determined, at your request, that in spite of the conviction, you are not prevented to serve as a director of a public company:
______________________________________________________________________________
______________________________________________________________________________
3. Enforcement Measurers
I am not subject to an enforcement measure imposed by the Administrative Enforcement Committee, as set forth in Section 226A of the Law, prohibiting me to be appointed as a director in a public company.
If not Correct, please specify:
4. Minor, Legally Incompetent and Bankruptcy
I am not a minor, legally incompetent, and I have not filed for bankruptcy or have been declared bankrupt.
| Correct | Not Correct |
|---|---|
| V |
5. Qualifications
As far as I know, there is no other legal limitation regarding my appointment and/or my service as a director of the Company.
I have the required qualifications and the ability to dedicate the proper time, to perform the position of a director, taking in account, among other things, any special needs and the size of the Company.
Details regarding the qualifications: See bio paragraph in the Proxy Statement
________________________________
6. Financial expertise and/or professional qualifications (by external directors only)
I have Financial Expertise.
| Correct | Not Correct |
|---|---|
I have Professional Qualifications.
| Correct | Not Correct |
|---|---|
7. "Independence" under the Law (for External Directors only)
I qualify as an "Independent Director" under the requirements set forth in the applicable definition in Section 1 of the Law:
i. I comply with the requirements of Sub-sections 240 (b) through (f) of the Law with respect to Outside Directors ("Dahatz");
| Correct | Not Correct |
|---|---|
ii I have not been acting as a director in the Company for the past nine consecutive years.
| Correct | Not Correct |
|---|---|
With regards to subsection ii above, if not correct please note the date that you were nominated for the first time: ______________________________________________________________________________
8. Signature:
I declare that this is my name, this is my signature and the contents of my declaration set forth above are true.
I undertake to immediately advise the Company of any change resulting in any of the aforementioned statements being not full and accurate, as of the date of my appointment.
I am aware that my appointment as a member of the Companies' directors' board is based on this declaration, and that my declaration will be reported by the Company, to the extent required in accordance with the requirements of the law.
-
(Signature) (Date)
Amiram Boehm
(Printed Name)
Gilat Satellite Networks Ltd. Declaration by an Applicant for the Post of Director Pursuant to Section 224A of the Companies Law, 1999
I, the undersigned:
| Last Name | First Name | Israeli ID / Passport Number | Date of Birth |
|---|---|---|---|
| Davidi | Ishav | 057523367 | 03/02/1962 |
Declare, as follows:
1. Definitions
In this declaration the following terms shall have the meanings set forth as follows (unless the context requires otherwise):
| (a) | "the Company" | Gilat Satellite Networks Ltd .; |
|---|---|---|
| (b) | "the Law" | The Israeli Companies Law, 1999. |
| (c) | "Financial Expertise" | A director with an accounting and financial expertise is a person who, due to his education, experience and qualifications, has a high level of proficiency and understanding of business-accounting matters and financial statements in a manner that enables him to understand in depth the financial statements of the Company and to stimulate discussion of the presentation of the financial data; An assessment of the financial and accounting skills of a director shall be made by the board of directors, and shall include, inter alia, his education, experience and knowledge on the following subjects: (1) accounting issues and accounting control issues that are characteristic of the sector in which the Company operates and of companies of the size and complexity of the Company; (2) The functions of the auditor and the duties imposed upon him; (3) Preparation and approval of financial statements under the Law and the Securities Law 5728-1968 |
| (d) "Professional Qualifications"- | A director with professional qualifications is a person fulfilling one of the following conditions: (1) has an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration; (2) has a different academic degree or has completed other higher education studies, all in the main field of the company's business or in the field relevant to the job; (3) has at least five years' experience in one of the following, or has at least five years of cumulative experience in two or more of the following: (A) In a senior position in the field of business management of a corporation with a significant business scope. (B) In a senior public office or in a senior position in the public |
| service. (C) In a senior position in the Company's main field of activity |
|
|---|---|
| (e) "Held Company" | a consolidated company, a proportionately consolidated company or an Associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method |
2. Criminal Background
I have not been convicted of any of the following crimes in the five years preceding the date of this declaration:
- i. Crimes pursuant to sections 290-297, 392, 415, 418-420 and 422-428 of the Israeli Penal Code, 1977, and sections 52C, 52D, 53(a) and 54 of the Israeli Securities Law, 1968;
- ii management of a company or of abuse of insider information; and
- iii. A conviction of another crime that the court has determined that, by its nature, seriousness or circumstances, I am not fit to serves as a director of a public company.
If not Correct in connection with subsections i and ii above, please specify whether the court has determined, at your request, that in spite of the conviction, you are not prevented to serve as a director of a public company:
3. Enforcement Measurers
I am not subject to an enforcement measure imposed by the Administrative Enforcement Committee, as set forth in Section 226A of the Law, prohibiting me to be appointed as a director in a public company.
If not Correct, please specify:
4. Minor, Legally Incompetent and Bankruptcy
I am not a minor, legally incompetent, and I have not filed for bankruptcy or have been declared bankrupt.
5. Qualifications
5. Qualifications
As far as I know, there is no other legal limitation regarding my appointment and/or my service as a director of the Company.
I have the required qualifications and the ability to dedicate the proper time, to perform the position of a director, taking in account, among other things, any special needs and the size of the Company.
Details regarding the qualifications: See bio paragraph in the Proxy Statement
10
- Financial expertise and/or professional qualifications (by external directors only)
I have Financial Expertise.
| Correct | Not Correct |
|---|---|
I have Professional Qualifications.
Correct Not Correct
7. "Independence" under the Law
I qualify as an "Independent Director" under the requirements set forth in the applicable definition in Section 1 of the Law:
i. I comply with the requirements of Sub-sections 240 (b) through (f) of the Law with respect to Outside Directors ("Dahatz");
| Correct | Not Correct |
|---|---|
ii have not been acting as a director in the Company for the past nine consecutive years.
| Correct | Not Correct |
|---|---|
With regards to subsection ii above, if not correct please note that you were nominated for the first time:
8. Signature:
I declare that this is my name, this is my signature and the contents of my declaration set forth above are true.
I undertake to immediately advise the Company of any change resulting in any of the aforementioned statements being not full and accurate, as of the date of my appointment.
I am aware that my appointment as a member of the Companies' directors' board is based on this declaration, and that my declaration will be reported by the Company, to the extent required in accordance with the requirements of the law.
(Signaturé) Ishay Davidi
(Printed Name)
(Date)
Gilat Satellite Networks Ltd. Declaration by an Applicant for the Post of Director Pursuant to Section 224A of the Companies Law, 1999
I, the undersigned:
| Last Name | First Name | Israeli ID / Passport Number | Date of Birth |
|---|---|---|---|
| Rafaeli | Aylon | 051921245 | 06 May 1953 |
Declare, as follows:
1. Definitions
In this declaration the following terms shall have the meanings set forth as follows (unless the context requires otherwise):
| (a) | "the Company" | - | Gilat Satellite Networks Ltd.; |
|---|---|---|---|
| (b) | "the Law" | - | The Israeli Companies Law, 1999. |
| (c) | "Financial Expertise" | - | A director with an accounting and financial expertise is a person who, due to his education, experience and qualifications, has a high level of proficiency and understanding of business-accounting matters and financial statements in a manner that enables him to understand in depth the financial statements of the Company and to stimulate discussion of the presentation of the financial data; An assessment of the financial and accounting skills of a director shall be made by the board of directors, and shall include, inter alia, his education, experience and knowledge on the following subjects: (1) accounting issues and accounting control issues that are characteristic of the sector in which the Company operates and of companies of the size and complexity of the Company; (2) The functions of the auditor and the duties imposed upon him; (3) Preparation and approval of financial statements under the Law and the Securities Law 5728-1968 |
| (d) "Professional Qualifications"- | A director with professional qualifications is a person fulfilling one of the following conditions: (1) has an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration; (2) has a different academic degree or has completed other higher education studies, all in the main field of the company's business or in the field relevant to the job; (3) has at least five years' experience in one of the following, or has at least five years of cumulative experience in two or more of the following: (A) In a senior position in the field of business management of a corporation with a significant business scope. (B) In a senior public office or in a senior position in the public |
| service. (C) In a senior position in the Company's main field of activity |
|
|---|---|
| (e) "Held Company" | a consolidated company, a proportionately consolidated company or an Associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control, and which is treated in accordance with the equity method |
2. Criminal Background
I have not been convicted of any of the following crimes in the five years preceding the date of this declaration:
- i. Crimes pursuant to sections 290-297, 392, 415, 418-420 and 422-428 of the Israeli Penal Code, 1977, and sections 52C, 52D, 53(a) and 54 of the Israeli Securities Law, 1968;
- ii A conviction by a court outside of Israel of a crime of bribery, fraud, crimes relating to the management of a company or of abuse of insider information; and
- iii. A conviction of another crime that the court has determined that, by its nature, seriousness or circumstances, I am not fit to serves as a director of a public company.
| Correct | Not Correct | |
|---|---|---|
| V |
If not Correct in connection with subsections i and ii above, please specify whether the court has determined, at your request, that in spite of the conviction, you are not prevented to serve as a director of a public company:
______________________________________________________________________________
______________________________________________________________________________
3. Enforcement Measurers
I am not subject to an enforcement measure imposed by the Administrative Enforcement Committee, as set forth in Section 226A of the Law, prohibiting me to be appointed as a director in a public company.
If not Correct, please specify:
4. Minor, Legally Incompetent and Bankruptcy
I am not a minor, legally incompetent, and I have not filed for bankruptcy or have been declared bankrupt.
| Correct | Not Correct |
|---|---|
| V |
5. Qualifications
As far as I know, there is no other legal limitation regarding my appointment and/or my service as a director of the Company.
________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
I have the required qualifications and the ability to dedicate the proper time, to perform the position of a director, taking in account, among other things, any special needs and the size of the Company.
Details regarding the qualifications: See bio paragraph in the Proxy statement
6. Financial expertise and/or professional qualifications (for external directors only)
I have Financial Expertise.
Correct Not Correct
I have Professional Qualifications.
| Correct | Not Correct |
|---|---|
7. "Independence" under the Law
I qualify as an "Independent Director" under the requirements set forth in the applicable definition in Section 1 of the Law:
i. I comply with the requirements of Sub-sections 240 (b) through (f) of the Law with respect to Outside Directors ("Dahatz");
| Correct | Not Correct | |
|---|---|---|
ii I have not been acting as a director in the Company for the past nine consecutive years.
| Correct | Not Correct | |
|---|---|---|
With regards to subsection ii above, if not correct please note the date that you were nominated for the first time: ______________________________________________________________________________
8. Signature:
I declare that this is my name, this is my signature and the contents of my declaration set forth above are true.
I undertake to immediately advise the Company of any change resulting in any of the aforementioned statements being not full and accurate, as of the date of my appointment.
I am aware that my appointment as a member of the Companies' directors' board is based on this declaration, and that my declaration will be reported by the Company, to the extent required in accordance with the requirements of the law.
-
(Signature) (Date)
Aylon Rafaeli
(Printed Name)
Gilat Satellite Networks Ltd. Declaration by an Applicant for the Post of Director Pursuant to Section 224A of the Companies Law, 1999
I, the undersigned:
| Last Name | First Name | Israeli ID / Passport Number | Date of Birth |
|---|---|---|---|
| Shamir | Meir | 050845577 | 19/09/1951 |
Declare, as follows:
1. Definitions
In this declaration the following terms shall have the meanings set forth as follows (unless the context requires otherwise):
| (a) | "the Company" | Gilat Satellite Networks Ltd .; |
|---|---|---|
| (b) | "the Law" | The Israeli Companies Law, 1999. |
| (c) | "Financial Expertise" | A director with an accounting and financial expertise is a person who, due to his education, experience and qualifications, has a high level of proficiency and understanding of business-accounting matters and financial statements in a manner that enables him to understand in depth the financial statements of the Company and to stimulate discussion of the presentation of the financial data; An assessment of the financial and accounting skills of a director shall be made by the board of directors, and shall include, inter alia, his education, experience and knowledge on the following subjects: (1) accounting issues and accounting control issues that are characteristic of the sector in which the Company operates and of companies of the size and complexity of the Company; (2) The functions of the auditor and the duties imposed upon him; (3) Preparation and approval of financial statements under the Law and the Securities Law 5728-1968 |
| (d) "Professional Qualifications"- | A director with professional qualifications is a person fulfilling one of the following conditions: (1) has an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration; (2) has a different academic degree or has completed other higher education studies, all in the main field of the company's business or in the field relevant to the job; (3) has at least five years' experience in one of the following, or has at least five years of cumulative experience in two or more of the following: (A) In a senior position in the field of business management of a corporation with a significant business scope. (B) In a senior public office or in a senior position in the public |
| service. (C) In a senior position in the Company's main field of activity |
|
|---|---|
| (e) "Held Company" | a consolidated company, a proportionately consolidated company or an Associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method |
2. Criminal Background
I have not been convicted of any of the following crimes in the five years preceding the date of this declaration:
- i. Crimes pursuant to sections 290-297, 392, 415, 418-420 and 422-428 of the Israeli Penal Code, 1977, and sections 52C, 52D, 53(a) and 54 of the Israeli Securities Law, 1968;
- ii management of a company or of abuse of insider information; and
- iii. A conviction of another crime that the court has determined that, by its nature, seriousness or circumstances, I am not fit to serves as a director of a public company.
| Correct | Not Correct |
|---|---|
If not Correct in connection with subsections i and ii above, please specify whether the court has determined, at your request, that in spite of the conviction, you are not prevented to serve as a director of a public company:
3. Enforcement Measurers
I am not subject to an enforcement measure imposed by the Administrative Enforcement Committee, as set forth in Section 226A of the Law, prohibiting me to be appointed as a director in a public company.
If not Correct, please specify:
4. Minor, Legally Incompetent and Bankruptcy
I am not a minor, legally incompetent, and I have not filed for bankruptcy or have been declared bankrupt.
| Correct | Not Correct |
|---|---|
5. Qualifications
As far as I know, there is no other legal limitation regarding my appointment and/or my service as a director of the Company.
I have the required qualifications and the ability to dedicate the proper time, to perform the position of a director, taking in account, among other things, any special needs and the size of the Company.
Details regarding the qualifications: See bio paragraph in the Proxy statement
- Financial expertise and/or professional qualifications (for External Directors only)
I have Financial Expertise.
I have Professional Qualifications.
Correct Not Correct
7. "Independence" under the Law
I qualify as an "Independent Director" under the requirements set forth in the applicable definition in Section 1 of the Law:
I comply with the requirements of Sub-sections 240 (b) through (f) of the Law with respect to Outside Directors ("Dahatz");
| Correct | Not Correct | |
|---|---|---|
ii I have not been acting as a director in the Company for the past nine consecutive years.
| Correct | Not Correct | |
|---|---|---|
With regards to subsection ii above, if not correct please note that you were nominated for the first time:
8. Signature:
I declare that this is my name, this is my signature and the contents of my declaration set forth above are true.
I undertake to immediately advise the Company of any change resulting in any of the aforementioned statements being not full and accurate, as of the date of my appointment.
I am aware that my appointment as a member of the Companies' directors' board is based on this declaration, and that my declaration will be reported by the Company, to the extent required in accordance with the requirements of the law.
(Signature) (Date) Meir Shamir (Printed Name)
4
Gilat Satellite Networks Ltd. Declaration by an Applicant for the Post of Director Pursuant to Section 224A of the Companies Law, 1999
I, the undersigned:
| Last Name | First Name | Israeli ID / Passport Number | Date of Birth |
|---|---|---|---|
| Sharir | Dafna | 023761455 | 21/10/1968 |
Declare, as follows:
1. Definitions
In this declaration the following terms shall have the meanings set forth as follows (unless the context requires otherwise):
| (a) | "the Company" | - | Gilat Satellite Networks Ltd.; |
|---|---|---|---|
| (b) | "the Law" | - | The Israeli Companies Law, 1999. |
| (c) | "Financial Expertise" | - | A director with an accounting and financial expertise is a person who, due to his education, experience and qualifications, has a high level of proficiency and understanding of business-accounting matters and financial statements in a manner that enables him to understand in depth the financial statements of the Company and to stimulate discussion of the presentation of the financial data; An assessment of the financial and accounting skills of a director shall be made by the board of directors, and shall include, inter alia, his education, experience and knowledge on the following subjects: (1) accounting issues and accounting control issues that are characteristic of the sector in which the Company operates and of companies of the size and complexity of the Company; (2) The functions of the auditor and the duties imposed upon him; (3) Preparation and approval of financial statements under the Law and the Securities Law 5728-1968 |
| (d) "Professional Qualifications"- | A director with professional qualifications is a person fulfilling one of the following conditions: (1) has an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration; (2) has a different academic degree or has completed other higher education studies, all in the main field of the company's business or in the field relevant to the job; (3) has at least five years' experience in one of the following, or has at least five years of cumulative experience in two or more of the following: (A) In a senior position in the field of business management of a corporation with a significant business scope. (B) In a senior public office or in a senior position in the public |
| service. (C) In a senior position in the Company's main field of activity |
|
|---|---|
| (e) "Held Company" | a consolidated company, a proportionately consolidated company or an Associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the corporation holds joint control, and which is treated in accordance with the equity method |
2. Criminal Background
I have not been convicted of any of the following crimes in the five years preceding the date of this declaration:
- i. Crimes pursuant to sections 290-297, 392, 415, 418-420 and 422-428 of the Israeli Penal Code, 1977, and sections 52C, 52D, 53(a) and 54 of the Israeli Securities Law, 1968;
- ii A conviction by a court outside of Israel of a crime of bribery, fraud, crimes relating to the management of a company or of abuse of insider information; and
- iii. A conviction of another crime that the court has determined that, by its nature, seriousness or circumstances, I am not fit to serves as a director of a public company.
| Correct | Not Correct |
|---|---|
| V |
If not Correct in connection with subsections i and ii above, please specify whether the court has determined, at your request, that in spite of the conviction, you are not prevented to serve as a director of a public company:
______________________________________________________________________________
______________________________________________________________________________
3. Enforcement Measurers
I am not subject to an enforcement measure imposed by the Administrative Enforcement Committee, as set forth in Section 226A of the Law, prohibiting me to be appointed as a director in a public company.
If not Correct, please specify:
4. Minor, Legally Incompetent and Bankruptcy
I am not a minor, legally incompetent, and I have not filed for bankruptcy or have been declared bankrupt.
| Correct | Not Correct |
|---|---|
| V |
5. Qualifications
As far as I know, there is no other legal limitation regarding my appointment and/or my service as a director of the Company.
________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
I have the required qualifications and the ability to dedicate the proper time, to perform the position of a director, taking in account, among other things, any special needs and the size of the Company.
Details regarding the qualifications: See bio paragraph in the Proxy statement
6. Financial expertise and/or professional qualifications (by external directors only)
I have Financial Expertise.
Correct Not Correct
I have Professional Qualifications.
| Correct | Not Correct |
|---|---|
7. "Independence" under the Law
I qualify as an "Independent Director" under the requirements set forth in the applicable definition in Section 1 of the Law:
i. I comply with the requirements of Sub-sections 240 (b) through (f) of the Law with respect to Outside Directors ("Dahatz");
| Correct | Not Correct |
|---|---|
ii I have not been acting as a director in the Company for the past nine consecutive years.
| Correct | Not Correct |
|---|---|
With regards to subsection ii above, if not correct please note the date that you were nominated for the first time: ______________________________________________________________________________
8. Signature:
I declare that this is my name, this is my signature and the contents of my declaration set forth above are true.
I undertake to immediately advise the Company of any change resulting in any of the aforementioned statements being not full and accurate, as of the date of my appointment.
I am aware that my appointment as a member of the Companies' directors' board is based on this declaration, and that my declaration will be reported by the Company, to the extent required in accordance with the requirements of the law.
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(Signature) (Date)
Dafna Sharir (Printed Name)