AGM Information • Apr 18, 2019
AGM Information
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| �������� ������ ��"� | 2 670 |
| ICL-ISRAEL CHEMICALS LTD | |
| Corporation no: 520027830 | 12435 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 18/04/2019 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2019-02-035718 | Time of broadcast: 12:58 12:51:54 |
Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: Enabling voting via the Voting System is mandatory for companies which are subjected to the Israeli Companies Law and is optional for foreign companies.
Please note that in the case of delayed publication of report, no changes will be allowed after the form is submitted.
| Delay the publication of a report | _________ | _________ |
1. The delay of the report can be done up to 72 hours maximum from the date of filling out the form.2. Attention that in accordance with the provisions of the law, the reporting date must be simultaneous with the report in the foreign exchange.
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: 18/04/2019it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Wednesday on the date : 29/05/2019 time: 10:00
| at address: | Millennium Tower, 23 Aranha st., 23rd Floor, Tel Aviv, Isael |
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: 29/04/2019
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:Election of Mr. Yoav Doppelt as a director, effective as of the date of this meeting
Enable Editing the item/decision and its particulars
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:Subject to the election of Mr. Yoav Doppelt as director as set forth in item 1 above, approval of the compensation terms and equity grant for our new Executive Chairman of the Board, Mr. Doppelt
Enable Editing the item/decision and its particulars
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 2 in the attached Proxy statementNote: 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 2 in the attached Proxy Statement |
33The item/decision and its particulars:Approval of a Special Bonus for 2018 to our Executive Chairman of the Board, Mr. Johanan Locker
Enable Editing the item/decision and its particulars
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 | _________ |
Attachment of report of convening meeting: EGM_May_2019_vF_isa.pdf
4. AttachedYes wording of the voting letterNo position notificationWritten_Ballot_Voting_SlipvF_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.
6. Link to the Voting System site: Voting System
Meeting Identifier: _________Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.
| Name of the authorized signatory on the report and name of authorized electronic reporter: Aya Landman, Adv. Position: Company Secretary Signature Date: April 18, 2019 | |
| 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: 19/02/2019 |
| 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: Geva Harel Lilach Position of Signatory in the reporting corporation: Senior Vice President & General Counsel Name of Employer Company: | |
| Address: Arnha 23 , Tel Aviv 6120201 Telephone: 03-6844459 Facsimile: 03-6844419 E-mail: [email protected] 1 | |
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