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ICL Group Ltd. — AGM Information 2015
Nov 23, 2015
6843_rns_2015-11-23_26364404-04e8-4ef9-bbbb-f76962272ef6.htm
AGM Information
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C460�������� ������ ��"�2PublicICL-ISRAEL CHEMICALS LTD7591Corporation no: 520027830Stock Exchange/Market: -1365670ARANHA ST 23, MILLENNIUM TOWER , TEL AVIV 6120201 , ISRAEL ,Tel: 03-6844400 , 03-6844440 Fax: 03-6844444E.mail address: [email protected] via MAGNA: 23/11/2015 Time of broadcast: 23:33 23:33:05
| Company site: | www.icl-group.com |
Reference: 2015-02-161478
| Israel Securities Authority | Tel Aviv Stock Exchange | |||||
| www.isa.gov.il | www.tase.co.il |
_________Immediate Report of MeetingRegulation 36B (a) and (d) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970
Explanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999
| The corporation hereby gives notice of: | convening of meeting |
The reference number for the most recent notification of a meeting is _________ which was called for the date _________
| Reason for Postponement or Cancellation: | _________ | _________ |
Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting
1. On the date: 11/11/2015it was decided on convening of meeting annual meeting _________ ,that will be held on the day Wednesday on the date : 23/12/2015 time: 10:00
| at address: | Millennium Tower, 23 Aranha Street, 22nd Floor, Tel Aviv, Israel |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 281014Security name �"� 1 �"�Security type ShareExplanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending reportThe determining date for entitlement to participate and vote in the meeting: 24/11/2015
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:Re-election of Nir Gilad as a director
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
22The item/decision and its particulars:Re-election of Avisar Paz as a director
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
33The item/decision and its particulars:Re-election of Eran Sarig as a director
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
44The item/decision and its particulars:Re-election of Ovadia Eli as a director
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
55The item/decision and its particulars:Re-election of Aviad Kaufman as a director
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
66The item/decision and its particulars:Re-election of Geoffery E. Merszei as a director
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
77The item/decision and its particulars:Re-election of Shimon Eckhaus as a director
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
88The item/decision and its particulars:Re-election of Stefan Borgas as a director
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
99The item/decision and its particulars:Reappointment of Somekh Chaikin, a member of KPMG International, as our independent auditor
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
1010The item/decision and its particulars:Review of our audited financial statements and Management Discussion and Analysis for the year ended December 31, 2014
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Reporting
| Majority required simple majority | _________ |
1111The item/decision and its particulars:Approval of the cash compensation and the equity based compensation terms of the Company's Non-Executive Directors (who are not employees of Israel Corporation Ltd. and not an executive of the Company or the chairman of the board of directors) who serve from time to time, whether or not they are external directors, other than Mr. Aviad Kaufman.
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority of non-controlling shareholders and shareholders with no personal interest |
1212The item/decision and its particulars:Approval of the equity based compensation terms of the IC Directors who are employed by Israel Corporation Ltd. and the cash and equity based compensation terms of Mr. Kaufman
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
Yes Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority of shareholders with no personal interest |
1313The item/decision and its particulars:Approval of the assignment to Israel Corporation Ltd. of the equity based compensation of the IC Directors who are employed by Israel Corp. and the assignment of the equity based compensation of Mr. Kaufman, who serves as a director of the board of directors of Israel Corp. (or the assignment of the economic benefit thereof), including the assignment of 9,078 Restricted Shares that were granted to Mr. Kaufman pursuant to the approval of the extraordinary general meeting of shareholders held on February 26, 2015, and the assignment to Millennium Investments Elad Ltd., of the cash compensation paid by the Company to Mr. Aviad Kaufman, from time to time.
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
Yes Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority of shareholders with no personal interest |
Attachment of report of convening meeting: ICL_Proxy_statement_Final_isa.pdf
4. AttachedYes wording of the voting letterNo position notification���_�����_����_isa.pdf
No declaration of candidate to serve as director in corporation.No declaration of independent directorNo declaration of outside director_________
5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda aboveAt the offices of the Company, Millennium Tower, 23 Aranha Street, 22nd Floor, Tel Aviv, Israel - Legal department; during normal business hours.
| Name of the authorized signatory on the report and name of authorized electronic reporter: Lisa Haimovitz. Position: Senior VP, General Counsel and Company Secretary. Sgnature Date: November 23, 2015. |
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): |
| Previous names of reporting entity: |
| Date of revision of form structure: 04/11/2015 |
| - - - |
| Name of the Signatory: : HAIMOVITZ LISA , Position of Signatory in the reporting corporation: VP Chief Legal Counsel and Company Secretary , Name of Employer Company: . |
| ARANHA ST Telephone: 03-6844440 , Facsimile: 03-6844195 , E-mail: [email protected] 1 |