Proxy Solicitation & Information Statement • Nov 16, 2020
Proxy Solicitation & Information Statement
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Notice is hereby given that an Extraordinary General Meeting of Shareholders (the "Meeting") of ICL Group Ltd. (the "Company") will be held on January 5, 2021, at 10:00 a.m. (Israel time), at the offices of the Company, Millennium Tower, 23 Aranha Street, 22nd Floor, Tel Aviv, Israel or via Zoom [Meeting URL: https://icl-
group.zoom.us/j/98522725271?pwd=eVlDaVJZb2dUQldzNnRCRUxDYmdtZz09#success Meeting ID: 985 2272 5271], for the following purposes:
Shareholders of record at the close of business on November 30, 2020 (the "Record Date") are entitled to participate in, and to vote at, the Meeting and any adjournments or postponements thereof. All shareholders are cordially invited to attend the Meeting in person.
Shareholders of record can vote either by mailing in a proxy or in person by attending the Meeting. Shareholders of record who will not attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and to return it promptly, no later than 48 hours before the Meeting, in the pre-addressed envelope provided. No postage is required if mailed in the United States. If a shareholder of record attends the Meeting, you may revoke your proxy (if previously submitted) and vote in person.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name." Your broker, bank or nominee will provide you with instructions that you must follow in order to have your shares voted. Because a beneficial holder is not a shareholder of record, if you are a beneficial holder and wish to vote in person at the Meeting, you must first obtain a "legal proxy" from your broker, bank or nominee that holds your shares giving you the right to vote the shares at the Meeting.
If your shares are held through a member of the Tel Aviv Stock Exchange ("TASE"), such shareholder should deliver or mail (via registered mail) his, her or its completed Hebrew written ballot (in the form filed by the Company via MAGNA, the online platform of the Israel Securities Authority ("ISA")) to the offices of the Company not less than four hours prior to the time scheduled for the Meeting, at the address set forth above, attention: Aya Landman, VP, Company Secretary & Global Compliance, together with a proof of ownership (ishur baalut), as of the Record Date, issued by that member of the TASE. Alternatively, shares held via a TASE member may be voted electronically via the ISA's electronic voting system up to six hours before the time fixed for the Meeting. Shareholders should receive instructions about electronic voting from the TASE member through which they hold their shares. If your shares are held through a TASE member and you wish to vote in person at the Meeting, you must deliver to us a proof of ownership (ishur baalut), as of the Record Date, issued by that member of the TASE.
Shareholders may review the full version of the proposed resolutions in the Proxy Statement as well as the accompanying proxy card, via the website of the U.S. Securities and Exchange Commission at www.sec.gov or via the ISA's electronic filing system at http://www.magna.isa.gov.il or the website of the TASE at http://maya.tase.co.il, and also at our offices during regular business hours, upon coordination (Millennium Tower, 23 Aranha Street, 22nd Floor, Tel Aviv, Israel; Tel: +972- 3- 6844400). Our company's representative is Aya Landman, VP, Company Secretary & Global Compliance (Millennium Tower, 23 Aranha Street, 22nd Floor, Tel Aviv, Israel; Tel: +972-3-6844197).
By Order of the Board of Directors, Aya Landman, Adv. VP, Company Secretary & Global Compliance
Dated: November 16, 2020
This Proxy Statement is furnished to the holders of Ordinary Shares, par value NIS 1.00 per share (the "Ordinary Shares"), of ICL Group Ltd. (the "Company," "ICL," "we," "us" or "our") in connection with the solicitation by the Board of Directors of the Company (the "Board of Directors" or "Board") of proxies for use at an Extraordinary General Meeting of Shareholders (the "Meeting"), or at any postponement or adjournment thereof, pursuant to the accompanying Notice of Extraordinary General Meeting of Shareholders. The Meeting will be held on Tuesday, January 5, 2021, at 10:00 a.m. (Israel time), at the offices of the Company, Millennium Tower, 23 Aranha Street, 22nd Floor, Tel Aviv, Israel or via Zoom.
[Meeting URL: https://icl-
group.zoom.us/j/98522725271?pwd=eVlDaVJZb2dUQldzNnRCRUxDYmdtZz09#success Meeting ID: 985 2272 5271]
At the Meeting, shareholders will be asked to consider and vote upon the following:
The Company currently is not aware of any other matters that will come before the Meeting. If any other matters properly come before the Meeting, or any adjournment or postponement thereof, the persons designated as proxies may vote in accordance with their judgment on such matters.
Our Board of Directors recommends a vote FOR each of the proposals set forth in this Proxy Statement.
You are entitled to notice of, and to vote in person or by proxy at, the Meeting or any adjournment or postponement thereof, if you are a holder of record of our ordinary shares as of the close of business on November 30, 2020. You are also entitled to notice of the Meeting and to vote at the Meeting or any adjournment or postponement thereof if you held ordinary shares through a bank, broker or other nominee that is one of our shareholders of record at the close of business on November 30, 2020, or which appeared in the participant listing of a securities depository on that date, and if you held your shares through the Tel Aviv Stock Exchange ("TASE") on that date. See below "How You Can Vote."
If you are a shareholder of record (that is, a share certificate or book-entry position is registered in your name at our transfer agent), you may attend and vote in person at the Meeting or may submit your vote by completing, signing and submitting (in the enclosed, postage-paid envelope) the enclosed proxy card. Unless otherwise indicated specifically on the form of proxy, Ordinary Shares represented by any proxy in the enclosed form will be voted in favor of all the matters to be presented at the Meeting, as recommended by the Board of Directors. To be valid, a proxy must be properly executed and received by our transfer agent or at the offices of the Company no less than 48 hours prior to the time scheduled for the Meeting, unless a shorter period is determined by the chairman of the Meeting.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name." Your broker, bank or nominee will provide you with instructions that you must follow in order to have your shares voted. Because a beneficial holder is not a shareholder of record, if you are a beneficial holder and wish to vote in person at the Meeting, you must first obtain a "legal proxy" from your broker, bank or nominee that holds your shares giving you the right to vote the shares at the Meeting.
If yourshares are held through a member of the TASE, such shareholder should deliver or mail (via registered mail) his, her or its completed Hebrew written ballot (in the form filed by the Company via MAGNA, the online platform of the Israel Securities Authority ("ISA"), to the offices of the Company, no less than four hours prior to the time scheduled for the Meeting, at the address set forth above, attention: Aya Landman, VP, Company Secretary & Global Compliance, together with a proof of ownership (ishur baalut), as of the Record Date, issued by that member of the TASE. Alternatively, shares held via a TASE member may be voted electronically via the ISA's electronic voting system, up to six hours before the time fixed for the Meeting. Shareholders should receive instructions about electronic voting from the TASE member through which they hold their shares. If you are a beneficial owner of shares held through a TASE member and you wish to vote in person at the Meeting, you must deliver to us a proof of ownership (ishur baalut), as of the Record Date, issued by that member of the TASE.
Shareholders of record may revoke the authority granted by their execution of proxies by delivering to the Company a written notice of revocation or duly executed proxy bearing a later date, provided such revocation notice or later-dated proxy is received by the Company at least 48 hours before the Meeting, unless a shorter period is determined by the chairman of the Meeting, or by attending the Meeting and voting in person. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.
If your shares are held in "street name," you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the Meeting and voting in person. If you are a beneficial owner of shares registered in the name of a member of the TASE and wish to change your voting instructions, you must contact the TASE member through which you hold your shares.
Proxies for use at the Meeting are being solicited by the Board of Directors of the Company. Proxies are being mailed to shareholders on or about December 1, 2020 and will be solicited mainly by mail. Certain officers, directors, employees and agents of the Company, none of whom will receive additional compensation therefor, may solicit proxies by telephone, e-mail or other personal contact. The Company will bear the cost for the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of Ordinary Shares.
Two or more shareholders holding in the aggregate more than 50% of the outstanding voting power in the Company, present in person or by proxy and entitled to vote, will constitute a quorum at the Meeting. If within half an hour from the time scheduled for the Meeting a quorum is not present, the Meeting shall be adjourned to January 12, 2021, at the same time and place. If a quorum is not present within half an hour from the time scheduled for the adjourned meeting, then two shareholders with voting rights, who hold in the aggregate at least one-third of the Company's issued share capital, who are present, in person or by proxy, shall constitute a quorum. This notice will serve as notice of such reconvened meeting if no quorum is present at the original date and time and no further notice of the reconvened meeting will be given to shareholders.
In the case of joint holders of Ordinary Shares, pursuant to Article 75 of the Articles of Association of the Company, the vote of the most senior of such joint holders who tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the Company's Shareholders Register.
Abstentions and broker non-votes will be counted towards the quorum. Broker non-votes occur when brokers that hold their customers' shares in street name sign and submit proxies for such shares, and vote such shares on some matters but not on others. This occurs when brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted to vote on "routine" matters, but not on non-routine matters. Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will also not be counted for quorum purposes.
On November 12, 2020, 1,280,551,147 Ordinary Shares were outstanding.
Each Ordinary Share is entitled to one vote upon each of the proposals to be presented at the Meeting.
The affirmative vote of the holders of a majority of the voting power in the Company present at the Meeting, in person or by proxy, and voting on the matter, is required for the approval of each of the proposals.
In addition, the approval of Proposal 1 is also subject to the fulfillment of one of the
following additional voting requirements (the "External Director Special Majority"): (i) at least a majority of the shares of non-controlling shareholders and shareholders who do not have a personal interest in the resolution (other than a personal interest that is not the result of the shareholder's relationship with a controlling shareholder) voted in favor of the matter (abstentions and broker non-votes are disregarded); or (ii) the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the resolution voted against the proposal does not exceed two percent of the outstanding voting power in the Company.
The approval of each of Proposals 2 and 3 is also subject to the fulfillment of one of the following additional voting requirements (the "Special Majority"): (i) at least a majority of the shares of shareholders who do not have a personal interest in the resolution voted in favor of the matter (abstentions and broker non-votes are disregarded); or (ii) the total number of shares of shareholders who do not have a personal interest in the resolution voted against the proposal does not exceed two percent of the outstanding voting power in the Company.
The Israeli Companies Law requires that each shareholder voting on the proposals indicate on the proxy card or form of written ballot or ISA's electronic voting system form, or, if voting in person at the Meeting, inform the Company prior to voting on the matter at the Meeting, whether or not the shareholder has a personal interest in each of the proposals. Otherwise, the shareholder is not eligible to vote on the proposals and his/her/its vote will not be counted for the purposes of the proposals. Under the Israeli Companies Law, a "personal interest" of a shareholder in an act or transaction of a company (i) includes a personal interest of (a) any spouse, sibling, parent, grandparent or descendant of the shareholder, any descendant, sibling or parent of a spouse of the shareholder and the spouse of any of the foregoing; and (b) a company with respect to which the shareholder (or any of the foregoing relatives of the shareholder) owns at least 5% of the outstanding shares or voting rights, serves as a director or chief executive officer or has the right to appoint one or more directors or the chief executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares. Under the Israeli Companies Law, in the case of a person voting by proxy, "personal interest" includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote.
In tabulating the voting results for any particular proposal, shares that constitute broker nonvotes and abstentions are not considered votes cast on that proposal. Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for voting purposes. Therefore, it is important for a shareholder that holds Ordinary Shares through a bank or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares to count towards the vote tally for a given proposal.
The following table presents as of November 12, 2020 (unless otherwise noted below) the beneficial ownership of our Ordinary Shares, as determined in accordance with rules of the U.S. Securities and Exchange Commission (the "SEC"), by each person who is known by us to be the beneficial owner of 5% or more of our outstanding Ordinary Shares. The data presented is based on information provided to us by the holders or disclosed in public regulatory filings.
| Ordinary Shares Beneficially Owned(1) |
||
|---|---|---|
| Shareholder | ||
| Number | Percentage | |
| Israel Corporation Ltd.(2) | 587,178,761 | 45.85% |
(1) The percentages shown are based on 1,280,551,147 Ordinary Shares issued and outstanding as of November 12, 2020 (after excluding shares held by us or our subsidiaries).
(2) Our controlling shareholder is Israel Corporation Ltd. ("Israel Corp."), a public company listed on the TASE. Based on the information we received from Israel Corp., Millennium Investments Elad Ltd. ("Millennium") and Mr. Idan Ofer are considered as joint controlling shareholders of Israel Corp. for purposes of the Israeli Securities Law, 1968 (the "Israeli Securities Law") (each of Millennium and Mr. Ofer hold shares in Israel Corp. directly, and Mr. Ofer serves as a director of Millennium and has an indirect interest in it as the beneficiary of the discretionary trust that indirectly controls Millennium, as detailed below). A discretionary trust in which Mr. Idan Ofer is the beneficiary, indirectly holds 80% of the economic interest in Millennium, which holds approx. 46.94% of the issued and outstanding shares of Israel Corp. The foregoing discretionary trust, also indirectly holds an additional approx. 0.74% of the issued and outstanding shares of Israel Corp. A second discretionary trust in which Mr. Ofer is the beneficiary, indirectly holds 50% of the ordinary share capital of XT Holdings Ltd., which indirectly holds 20% of the economic interest in Millennium. Mr. Ofer also holds directly approx. 3.85% of the issued and outstanding shares of Israel Corp.
Public companies incorporated under Israeli law, such as us, are required by the Israeli Companies Law to have at least two external directors. The external directors are required to meet certain independence criteria to ensure that they are not related to the Company or to our controlling shareholder. An external director is required to have either financial and accounting expertise or professional qualifications, as defined in regulations promulgated under the Israeli Companies Law, and at least one of the external directors is required to have financial and accounting expertise. All of the external directors of a company must be members of its audit committee and compensation committee, and every other committee of a company's board of directors that is authorized to execute powers of the board of directors must include at least one external director. Generally, external directors may serve for up to three terms of three years each, and our Board of Directors may nominate external directors, for election by the shareholders, for additional terms of three years each, subject to certain conditions. Our Board of Directors currently includes two external directors: Ms. Ruth Ralbag and Dr. Nadav Kaplan.
Ms. Ruth Ralbag's first three-year term of service as an external director will end on January 9, 2021. On November 11, 2020, our Board of Directors resolved to nominate Ms. Ralbag for election to serve as an external director for an additional term of three years. Accordingly, at the Meeting, shareholders will be asked to re-elect Ruth Ralbag as an external director for an additional three-year term, commencing on January 10, 2021 and until January 9, 2024.
ICL's Audit & Accounting Committee and Board of Directors has each determined that Ms. Ralbag complies with all the qualifications and requirements of an external director under the Israeli Companies Law, and that she is an independent director under the rules of the New York Stock Exchange. In addition, the Board of Directors has determined that Ms. Ralbag qualifies as an "audit committee financial expert", as defined under SEC rules, and has "financial and accounting expertise", as defined in regulations promulgated under the Israeli Companies Law. Ms. Ralbag has confirmed that she complies with all qualifications and requirements of an external director under the Israeli Companies Law and has "financial and accounting expertise", as defined in regulations promulgated under the Israeli Companies Law.
If re-elected at the Meeting, Ms. Ralbag will be compensated according to the fixed annual and per meeting compensation amounts payable to a director who has "financial and accounting expertise" under regulations promulgated under the Israeli Companies Law (the "Compensation Regulations") pursuant to the classification of the Company based on the amount of its shareholders' equity. This compensation model replaces the "relative compensation" model that is currently paid to our directors. According to the determination of our Compensation Committee and Board of Directors, upon conclusion of Ms. Ralbag's first term of office (i.e., as of January 9, 2021), the new compensation model (i.e., according to the Compensation Regulations, as described above) will apply to all of our directors, as may serve from time to time, excluding directors who are office holders (within the meaning of the Israeli Companies Law) of Israel Corp. In addition, if re-elected, Ms. Ralbag will continue to benefit from the indemnification and exemption arrangements previously entered into with her, as well as from directors' and officers' liability insurance as we shall procure from time to time. The Company also covers and/or reimburses its directors, including external directors, for expenses (including travel expenses) incurred in connection with meetings of the Board of Directors and its committees or performing other services for the Company in their capacity as directors, in accordance with the Company's Compensation Policy and the Compensation Regulations.
A brief biography of Ruth Ralbag is set forth below based on information furnished to us:
Ms. Ruth Ralbag serves as the chief financial officer of Clalit Health Services, and previously served as chief financial officer of the Shaare Zedek Medical Center in Jerusalem (2011-2020), Deputy Director of Medical Finance at the Tel Aviv Sourasky (Ichilov) Medical Center (2009-2011), Head of the Hospital Administration and Deputy Director General of Planning, Budget and Pricing at the Ministry of Health (2004-2009), VP and Head of Commercial and Retail Banking Division at FIBI (2001-2003). Ms. Ralbag also served, among other things, as Acting Chairperson of the board of directors of FIBI Mortgages Ltd. for a period of four years, Acting Chairperson of the board of directors of Atzmaut Mortgage Bank Ltd. for a period of four years, a director of Sarel Ltd., a Director of ARAM Provident Fund, an external director at Hachsharat HaYishuv Insurance Ltd. and as an external director at Golf & Co. Group Ltd. Ms. Ralbag presently serves, among other things, as an external director at Halman Aldubi Investment House Ltd. Ms. Ralbag holds a BA degree in economics and business administration and an MBA degree in public policy, both from the Hebrew University of Jerusalem.
It is therefore proposed that at the Meeting the following resolution be adopted:
"RESOLVED, that Ms. Ruth Ralbag be re-elected to serve as an external director of the Company for an additional term of three years, effective January 10, 2021."
Under the Companies Law, the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter is required to approve the foregoing resolution. In addition, the approval of this Item 1 is also subject to the fulfillment of the External Director Special Majority.
The Israeli Companies Law requires that each shareholder voting on this proposal indicate on the proxy card or form of written ballot or ISA's electronic voting system form, or, if voting in person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder has a personal interest in the proposal. Otherwise, the shareholder is not eligible to vote on this proposal and his/her/its vote will not be counted for the purposes of this proposal. For details regarding the meaning of "personal interest," see "Vote Required for Approval of the Proposal" above.
Shareholders who will not attend the Meeting in person should follow the instructions on the form of proxy card or form of written ballot or ISA's electronic voting system form, as applicable, to indicate whether or not they have a personal interest in this matter
The Board of Directors recommends a vote FOR the foregoing resolution.
On April 24, 2018, our shareholders approved the renewal of the Management Services Agreement between us and Israel Corp. for the supply of management services, for an annual management fee of \$1,000,000 plus VAT (the "Management Agreement") effective until December 31, 2020. Since the term of the Management Agreement will expire on December 31, 2020, we propose to renew the agreement, effective as of January 1, 2021, for an additional term of three years, expiring on December 31, 2023 (the "Renewed Management Agreement"). The terms of the Management Agreement, as described below, shall remain unchanged, including the annual management fee which will continue to be \$1,000,000, plus VAT (the "Management Fee"). In light of the impact of the COVID-19 pandemic on the market and economy and in alignment with the Company's senior management members and directors, Israel Corp. suggested a 10% reduction in the annual management fees paid to Israel Corp pursuant to the Management Agreement for a period of six months commencing May 2020.
Under the Israeli Companies Law, the renewal of the Management Agreement requires the approval of the audit committee, board of directors and shareholders by the Special Majority (as described above).
In connection with the renewal of the Management Agreement, our Audit & Accounting Committee and Board of Directors reviewed the management fees paid by companies in the "TASE 35" index and took into account the unique facts and circumstances of the Company. In addition, the Audit & Accounting Committee and Board of Directors took into account in their approval of the Renewed Management Agreement, the reduction in the directors' compensation from the "relative compensation" model to the compensation pursuant to the Compensation Regulations (as described in Item 1). Based on such review and when weighing up all the considerations, the Audit & Accounting Committee and Board of Directors determined that the proposed Management Fee pursuant to the Renewed Management Agreement is reasonable in the circumstances and reflects the time and effort dedicated to the Company by Israel Corp. and its office holders (as defined in the Israeli Companies Law) under the Management Agreement, and is in the best interest of the Company.
The Management Agreement was approved by the Audit & Accounting Committee and Board of Directors on November 9, 2020 and November 11, 2020, respectively. The following is a summary of the principal terms of the Renewed Management Agreement:
The Audit & Accounting Committee will annually examine the reasonableness of the Management Fees paid in the previous year against the Management Services actually provided by Israel Corp to the Company in the same year.
It is therefore proposed that at the Meeting the following resolution be adopted:
"RESOLVED, to approve the Renewed Management Agreement with Israel Corp., under such terms and conditions as described in the Proxy Statement for the Meeting."
Under the Israeli Companies Law, the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter is required to approve the foregoing resolution. In addition, the approval of this Item 2 is also subject to the fulfillment of the Special Majority.
The Israeli Companies Law requires that each shareholder voting on this proposal indicate on the proxy card or form of written ballot or ISA's electronic voting system form, or, if voting in person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder has a personal interest in the proposal. Otherwise, the shareholder is not eligible to vote on this proposal and his/her/its vote will not be counted for the purposes of this proposal. For details regarding the meaning of "personal interest," see "Vote Required for Approval of the Proposal" above.
Shareholders who will not attend the Meeting in person should follow the instructions on the form of proxy card or form of written ballot or ISA's electronic voting system form, as applicable, to indicate whether or not they have a personal interest in this matter
The Board of Directors recommends a vote FOR the foregoing resolution.
Item 3 – Approval to extend the period for exemption from liability regarding the duty of care and indemnification undertakings under the Company's Letter of Exemption and Indemnification with directors who are officeholders (within the meaning of the Israeli Companies Law) of Israel Corp., who may serve from time to time
Under the Israeli Companies Law and the Israeli Securities Law, a company may indemnify its officers and directorsfor certain liabilities, payments and expenses incurred for acts performed in such capacity, provided its articles of association authorize such indemnification. The indemnification of officers and directors may be either pursuant to an undertaking given by the company in advance of the act or following the act. In addition, under the Israeli Companies Law, a company may exempt an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of the duty of care (other than a liability arising out of a prohibited dividend or distribution to shareholders), provided that a provision authorizing such exemption is included in the company's articles of association. Our articles of association permit us to indemnify and exempt our officers and directors from the duty of care as permitted by the Israeli Companies Law and Israeli Securities Law.
Under the Israeli Companies Law, the grant of an undertaking to indemnify and exempt an officer or director requires the approval of the compensation committee, board of directors and, with respect to a director, also the shareholders by an ordinary majority or, if the director is a controlling shareholder, by the Special Majority (as described above). In addition, as a company's entry into an undertaking to indemnify and exempt a director who is affiliated with a controlling shareholder may be deemed to be an extraordinary transaction in which a controlling shareholder has a personal interest, the approval of an undertaking to indemnify and exempt a director affiliated with a controlling must be approved by the audit committee, board of directors and shareholders by the Special Majority. To the extent that an extraordinary transaction in which a controlling shareholder has a personal interest is for a period of more than three years, the foregoing approval is required once every three years, unless the audit committee determines that a longer duration is reasonable under the circumstances.
In accordance with the approval of our shareholders, we have entered into and are permitted to enter into agreements with our officers and directors who serve from time to time (including directors who are officeholders of Israel Corp., our controlling shareholder) exempting them, to the fullest extent permitted by law, from liability to us for damages caused to us as a result of a breach of duty of care (other than a liability arising out of a prohibited dividend or distribution to shareholders), and undertaking to indemnify them to the fullest extent permitted by law, in the form approved by our shareholders in September 2011 and attached hereto as Appendix A (the "Exemption and Indemnification Agreement"). In November 2011, our Audit Committee determined that the Exemption and Indemnification Agreements with directors who are office holders (within the meaning of the Israeli Companies Law) of Israel Corp., who may serve from time to time, shall apply to events that occur during a period of nine years ending on November 30, 2020.
Our Audit Committee, Compensation Committee and Board of Directors have conducted a review of the Exemption and Indemnification Agreements with our directors who are officeholders of Israel Corp. and have determined that it is in the best interest of the Company to extend the undertakings under any such agreements entered into with directors who are office holders (within the meaning of the Israeli Companies Law) of Israel Corp., who may serve from time to time, for an additional period of nine years, such that they shall apply to events that occur during an additional period commencing on November 30, 2020 and ending on November 30, 2029. The Audit Committee and Board of Directors believe that such extension is reasonable under the circumstances, among other things, in order to ensure that these directors will continue to serve as directors of the Company while having the maximum protection permitted under applicable law when exercising judgement in fulfillment of their role as a director of the Company, as well as to provide such directors the same protections as afforded to the other directors of the Company.
In addition, as part of the considerations underlying the approval of our Audit Committee, Compensation Committee and Board of Directors of the aforementioned extension of the exemption from liability regarding the duty of care and indemnification undertakings, these organs took into account that such exemption and indemnification undertakings for directors are customary in Israel and are permitted by law, as well as by our Articles of Association. Furthermore, it is only an extension of an existing arrangement (as oppose to a change), that appliesto our directors for many years. Aside from that, the Company has a D&O insurance policy covering Financial Losses and/or Investigation Costs arising from Claims (as such terms are defined in the Company's D&O Insurance policy) for which coverage is provided pursuant to the policy.
It is therefore proposed that at the Meeting the following resolution be adopted:
"RESOLVED, to approve the extension of the exemption from liability regarding the duty of care and indemnification undertakings under the Exemption and Indemnification Agreement with directors who are office holders (within the meaning of the Israeli Companies Law) of Israel Corp., who may serve from time to time, for an additional period, such that they shall apply to events that occur during an additional period until November 30, 2029."
Under the Israeli Companies Law, the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter is required to approve the foregoing resolution. In addition, the approval of this Item 3 is also subject to the fulfillment of the Special Majority.
The Israeli Companies Law requires that each shareholder voting on this proposal indicate on the proxy card or form of written ballot or ISA's electronic voting system form, or, if voting in person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder has a personal interest in the proposal. Otherwise, the shareholder is not eligible to vote on this proposal and his/her/its vote will not be counted for the purposes of this proposal. For details regarding the meaning of "personal interest," see "Vote Required for Approval of the Proposal" above.
Shareholders who will not attend the Meeting in person should follow the instructions on the form of proxy card or form of written ballot or ISA's electronic voting system form, as applicable, to indicate whether or not they have a personal interest in this matter
The Board of Directors recommends a vote FOR the foregoing resolution.
Any shareholder of the Company who intends to present a proposal at the Extraordinary General Meeting of Shareholders must satisfy the requirements of the Israeli Companies Law. Under the Israeli Companies Law, shareholders who severally or jointly hold at least 1% of the Company's outstanding voting rights are entitled to request that the Board of Directors include a proposal at a future shareholder meeting, provided that such proposal is appropriate for consideration by shareholders at such meeting, by submitting such proposal within seven days of publication of a company's notice with respect to its general meeting of shareholders. Accordingly, any such shareholders may present proposals for consideration at the Meeting by submitting their proposals in writing to our Corporate Secretary at the following address: Millennium Tower, 23 Aranha Street, P.O. Box 20245, Tel Aviv, 61202, Israel, Attn.: ICL Corporate Secretary. For a shareholder proposal to be considered for inclusion at the Meeting, our Corporate Secretary must receive the written proposal together with the accompanying documentation and information required to be submitted under Israeli law, no later than November 23, 2020. If our Board of Directors determines that a shareholder proposal is duly and timely received and is appropriate under applicable Israeli law for inclusion on the agenda for the Meeting, we will publish a revised agenda for the Meeting no later than November 30, 2020, by way of issuing a press release or submitting a Current Report on Form 6-K to the SEC and the ISA.
In accordance with the Israeli Companies Law and regulations promulgated thereunder, any shareholder of the Company may submit to the Company a position statement on its behalf, expressing its position on an item on the agenda of the Meeting to Millennium Tower, 23 Aranha Street, P.O. Box 20245, Tel Aviv, 61202, Israel, Attn.: Corporate Secretary, no later than December 26, 2020. Any position statement received will be filed on a Current Report on Form 6-K to the SEC and the ISA.
Other than as set forth above, we are not aware of any other business to be transacted at the Meeting. If any other matters are properly presented at the Meeting, Ordinary Shares represented by executed and unrevoked proxies will be voted by the persons named in the enclosed form of proxy upon such matters in accordance with the judgment and recommendation of the Board of Directors.
By Order of the Board of Directors, Aya Landman VP, Company Secretary & Global Compliance
Dated: November 16, 2020
To:
November 2020
The Company hereby commits itself to grant you indemnity, insurance and an exemption from liability, as defined in Chapter 3, Article C of the Companies Law 5759-1999 (hereinafter, "the Companies Law"), and in compliance with its authority pursuant to its regulations, commencing from the day of approval of your appointment by the Company's Board of Directors.
The Company exempts you, in advance, from liability for damages that have been and/or will be the case of a breach of your duty of care, with the exemption of the duty of care in distribution.
Without detracting from the generality of the aforementioned statement, the insurance coverage will apply to all liability imposed upon you as a result of an action you took by virtue of your being officeholder in the Company, in any of the following:
It is hereby clarified that the insurance covered shall not apply in the following cases:
including acts done on behalf of the Company and/or subsidiaries of the Company as a director/officeholder in the Corporation that is the object of the investment, and similar matters.
The total amount of indemnity that the Company shall pay is additional to amounts received from the insurance company, if any, under the provisions of insurance purchased by the Company.
The undertaking for indemnification will be applicable both to proceedings against you during the term of your employment or service and to proceedings against you after the completion of your term, on the condition that these relate to actions you took as an officeholder or as a result thereof.
When any event subject to indemnity occurs, the indemnity is subject to the following conditions:
1.8 You shall notify the Company of every proceeding brought against you and any concern or a threat that such a proceeding might be brought against you, in a timely manner, immediately after you first become aware of such proceedings, and you shall provide the Company, or the person designated by the Company, with all documents you receive in connection with such proceedings, without delay.
Furthermore, you must regularly update the Company on events about which there is concern that they might lead to proceedings being brought against you.
1.9 The Company will be entitled to take upon itself the handling of the aforementioned proceedings and/or refer their handling to an attorney that the Company selects for this purpose, unless that attorney is unacceptable to you for reasonable reasons or because of circumstances that, in your opinion or the opinion of the attorney, create a conflict of interest between your defense and the defense of the Company.
The Company and/or the aforementioned attorney may act independently when handling the aforementioned proceedings (but providing you with regular reports and consulting with you and your legal counsel) and bring the proceedings to a conclusion as it sees fit.
At the request of the Company, you shall sign on any document authorizing the Company and/or the aforementioned attorney to handle your defense on your behalf in the aforementioned proceedings and represent you in all related matters, in accordance with the above.
In order to remove any doubt, it is clarified that the Company and/or aforementioned attorney may not, in the context of criminal proceedings, plead guilty to any charges in your name or agree to any plea bargain without your consent. Furthermore, the Company and/or the attorney may not, in the context of civil proceedings, admit in your name (whether in court or negotiations for compromise) to the existence of any events to which you are not entitled to indemnity under the provisions of this notice of indemnification and/or by law, without your consent. Despite this, there is nothing in the above to prevent the Company and/or the aforementioned attorney, with the consent of the Company, to reach a financial arrangement with the claimant in a civil proceeding without your agreement, on the condition that this does not in any way admit to the existence of any event for which you are not entitled to indemnity under the provisions of this notice of indemnification and/or by law.
1.10 You shall cooperate with the Company and with any attorney, as set forth above, in any reasonable manner that shall be required from you by any of them in connection with the handling of the said proceedings, including signing on petitions, affidavits and other documents, provided that the Company covers all of the reasonable expenses incurred so that you do not need to pay or finance them yourself.
"Officeholder" – in accordance with its meaning in the Companies Law, including the legal counsel, company secretary, comptroller or internal auditor.
"Administrative proceeding" – proceedings pursuant to Chapter 8.3 (Imposition of Monetary Sanctions by the Authority), Chapter 8.4 (Imposition of Administrative Enforcements Means by the Administrative Enforcement Committee) or Chapter 9.1 (Arrangements for the Prevention or Cessation of Conditional Proceedings) of the Securities Law, as amended from time to time.
"Another person" – including the case of a suit filed against an officeholder as a derivative suit.
If within 14 days of receiving the notice mentioned above in section 13.1, the Company does not take upon itself handling of your defense or if you object and/or the Company's counsel objects to representing you in the circumstances, as stated in section 13.2, above (all in the event that the insurance company does not take your defense upon itself) you will be permitted to assign the handling of your defense to an attorney of your choosing (hereinafter, "the other attorney") on the condition that the fees paid to him are approved by the Audit Committee of the Company, which will review their reasonableness. It is agreed that the agreed fee of the Company's attorney is a reasonable basis for examining the fees of the other attorney. You will be given an opportunity to argue for the fees of the other attorney before the Audit Committee. The decision of the Audit Committee will be presented with its reasons. If you disagree with the decision of the Audit Committee, you shall be entitled to appeal to the Board of Directors, and to appear before the Board for this purpose and make your case.
If the full amount of fees requested is not approved, you shall have the right to receive from the Company the sum total of the reasonable, approved fees, and pay the balance from your own account.
In order to remove any doubt, it is hereby clarified that this section is subject to the provisions of the Officeholders Liability Insurance policy regarding the identity of the representing attorney, and the provisions of this section shall not apply if the appointment of the other attorney will allow the insurance company to be released from its liability under the policy or diminish that liability.
The Company will inform you of the details of any compromise agreement. In the event that a disagreement arises between you and the Company about whether or not the compromise complies with the provisions of this section, agreement will be bought for quick decision by an arbitrator who shall be appointed at the request of the Company or at your request. The arbitrator will be appointed with agreement of the parties within seven days after one of the parties requests that the disagreement be referred to the decision of an arbitrator, and if agreement is not reached between the parties as stated, the identity of the arbitrator (who shall be a retired district court judge or a retired Supreme Court judge) will be determined by the chairman of the Israel Bar Association. The Company will pay the costs of arbitration, including the attorneys' fees.
The Company and/or Company's attorney shall not agree to a compromise for an amount that exceeds the amount of indemnity to which you are entitled, unless you have given prior written consent and, if the consent of the insurance company is also required, then it also must give prior consent.
If the Company has made any payments to you, as the result of one of the aforementioned cases, the provisions of section 15, above, shall apply.
Sincerely yours,
_______________________
ICL Group Ltd.
I agree to the above,
Name Signature Date
__________________ ___________________ __________________
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