AGM Information • Dec 1, 2016
AGM Information
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convening of meeting false
| �������� ������ ��"� | 2 670 |
| ICL-ISRAEL CHEMICALS LTD | |
| Corporation no: 520027830 | 7591 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 01/12/2016 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2016-02-085338 | Time of broadcast: 14:37 14:34:26 |
_________Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: 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: 22/11/2016it was decided on convening of meeting annual meeting _________ ,that will be held on the day Tuesday on the date : 03/01/2017 time: 10:00
| at address: | Millennium Tower, 23 Aranha Street, 23rd 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: 01/12/2016
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:Re-election of Messrs. Johanan Locker, Avisar Paz, Aviad Kaufman, Ovadia Eli, Geoffery Merszei and Shimon Eckhaus as directors, effective as of the date of this meeting.
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
No longer on the agenda
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
22The item/decision and its particulars:Election of Messrs. Ron Moskovitz and Sagi Kabla as directors, effective as of the date of this meeting.
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
No longer on the agenda
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
33The item/decision and its particulars:Subject to their reappointment or appointment as set forth in items 1 and 2 above, respectively, approval of equity compensation for 2017 for certain directors and the assignment of the equity compensation of certain directors (or of the economic benefit thereof) to Millennium or Israel Corporation Ltd., respectively.
Does this require disclosure of any ties or other features of the voting security holder? YesAre you a controlling shareholder of the Company and/or have a "personal interest" in this proposal? For definition of the term "personal interest", please see Item 3 in the attached Proxy statement.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
No longer on the agenda
Items brought for one of the following: Voting
| Majority required not a simpe majority | Please see Item 3 in the attached Proxy Statement. |
44The item/decision and its particulars:Reappointment of Somekh Chaikin, a member of KPMG International, as our independent auditor.
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
No longer on the agenda
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
55The item/decision and its particulars:Review of our audited financial statements for the year ended December 31, 2015.
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
No longer on the agenda
Items brought for one of the following: Reporting
| Majority required _________ | _________ |
Attachment of report of convening meeting: 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, 23rd Floor, Tel Aviv, Israel - Legal department; during normal business hours. Effective Date is December 2, 2016.
6. Link to the Voting System site: Voting System
| Name of the authorized signatory on the report and name of authorized electronic reporter: Lisa Haimovitz Position: SVP, Global General Counsel and Company Secretary Signature Date: December , 2016 | |
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| - - - | |
| Stock Exchange/Market: -1 | Date of revision of form structure: 31/10/2016 |
| Address: ARANHA ST 23, MILLENNIUM TOWER , TEL AVIV 6120201 ISRAEL , Tel: 03-6844400 , 03-6844440 Fax: 03-6844444 | |
| E-mail address: [email protected] Company site: www.icl-group.com | |
| Previous names of reporting entity: | |
| Name of the Signatory: HAIMOVITZ LISA Position of Signatory in the reporting corporation: VP Chief Legal Counsel and Company Secretary Name of Employer Company: | |
| Address: ARANHA ST 23, MILLENNIUM TOWER , TEL AVIV 6120201 Telephone: 03-6844440 Facsimile: 03-6844195 E-mail: [email protected] 1 | |
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