AGM Information • Sep 18, 2025
AGM Information
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ISRAEL CORPORATION LTD
Registration Number: 520028010
To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T049 (Public) Transmitted via MAGNA: 18/09/2025 Reference: 2025-01-070647
Website: www.isa.gov.il Website: www.tase.co.il
Regulation 36D of the Securities Regulations (Periodic and Immediate Reports), 1970
Regulation 13 of the Securities Regulations (Transaction between a Company and its Controlling Shareholder), 2001
Regulation 22 of the Securities Regulations (Private Offering of Securities in a Listed Company), 2000
Explanation: This form is used to report all types of meetings.
Clarification: This form must be completed for each type of security for which a notice of meeting (T-460) was published.
Security number on the stock exchange that entitled the holder to participate in the meeting: 576017
Name on the stock exchange of the entitled security: THE ISRAEL CORPORATION LTD. 1 NIS
Annual and Special General Meeting
which convened on 18/09/2025, for which a notice was published in the form with reference 2025-01-060348.
The topics and decisions raised on the agenda:
Explanation: The topics must be listed in the order they appeared in the last T460 form published in connection with the said meeting.
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| 1 | 1 | Summary of the topic: Review of the periodic report for 2024: Discussion of the company's audited financial statements and the board of directors' report on the company's affairs for the year ended December 31, 2024. |
||
| Type of majority required for approval: ___ |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Declaration: No field suitable for classification |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
Discussion of the company's audited financial statements and the board of directors' report on the company's affairs for the year ended December 31, 2024 |
For reporting only |
||
| 2 | 2 | Summary of the topic: Appointment of auditor: Reappointment of the company's auditors and, in accordance with the company's articles, authorizing the board of directors to set their remuneration. The audit committee and the board of directors |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| reviewed the reappointment of the auditor. |
||||
| Type of majority required for approval: Ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Declaration: No field suitable for classification |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
"To reappoint the auditors firm from the KPMG Somekh Chaikin as the company's auditors and, in accordance with the company's articles, |
Approve |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| authorize the board of directors to set their remuneration." |
||||
| 3 | 3 | Summary of the topic: Appointment of the serving directors in the company (except for the external directors who will continue to serve until the end of their statutory term), for an additional term as directors in the company, as detailed in section 2 of the meeting notice report - Mr. Aviad Kaufman. |
||
| Type of majority required for approval: Ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| Appointment or dismissal of a director as per sections 59 and 230 of the Companies Law |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
"To approve the renewal of the term of director Aviad Kaufman; who will continue to be entitled to compensation and terms of service as detailed in section 2 of the meeting notice report." |
Approve | ||
| 4 | 4 | Summary of the topic: Appointment of the serving directors in the company (except for the |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| external directors who will continue to serve until the end of their statutory term), for an additional term as directors in the company, as detailed in section 2 of the meeting notice report - Mr. Amnon Leon. |
||||
| Type of majority required for approval: Ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Appointment or dismissal of a director as per sections 59 and 230 of the Companies Law |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
"To approve the renewal of the term of director Amnon Leon; who will continue to be entitled to compensation and terms of service as detailed in section 2 of the meeting notice report." |
Approve | ||
| 5 | 5 | Summary of the topic: Appointment of the serving directors in the company (except for the external directors who will continue to serve until the end of their statutory term), for an additional term as directors in the company, as detailed in section 2 of the |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| meeting notice report - Mr. Yair Caspi. |
||||
| Type of majority required for approval: Ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Appointment or dismissal of a director as per sections 59 and 230 of the Companies Law |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
"To approve the renewal of the term of director Yair Caspi; who will continue to be entitled to compensation and terms of |
Approve |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| service as detailed in section 2 of the meeting notice report." |
||||
| 6 | 6 | Summary of the topic: Appointment of the serving directors in the company (except for the external directors who will continue to serve until the end of their statutory term), for an additional term as directors in the company, as detailed in section 2 of the meeting notice report - Ms. Tali Belish-Mishud. |
||
| Type of majority required for approval: Ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| Appointment or dismissal of a director as per sections 59 and 230 of the Companies Law |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
"To approve the renewal of the term of director Tali Belish Mishud; who will continue to be entitled to compensation and terms of service as detailed in section 2 of the meeting notice report." |
Approve | ||
| 7 | 7 | Summary of the topic: Appointment of the serving directors in the company (except for the |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| external directors who will continue to serve until the end of their statutory term), for an additional term as directors in the company, as detailed in section 2 of the meeting notice report - Mr. Victor Shochat. |
||||
| Type of majority required for approval: Ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Appointment or dismissal of a director as per sections 59 and 230 of the Companies Law |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
"To approve the renewal of the term of director Victor Shochat; who will continue to be entitled to compensation and terms of service as detailed in section 2 of the meeting notice report." |
Approve | ||
| 8 | 8 | Summary of the topic: Appointment of the serving directors in the company (except for the external directors who will continue to serve until the end of their statutory term), for an additional term as directors in the company, as detailed in section 2 of the |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| meeting notice report - Ms. Ruth Solomon. |
||||
| Type of majority required for approval: Ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Appointment or dismissal of a director as per sections 59 and 230 of the Companies Law |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
"To approve the renewal of the term of director Ruth Solomon; who will continue to be entitled to compensation |
Approve |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| and terms of service as detailed in section 2 of the meeting notice report." |
||||
| 9 | 9 | Summary of the topic: Appointment of Ms. Nira Dror as an external director in the company for a term of three (3) years, starting from 11.10.2025, upon the end of the (third) term of the current external director Mr. Yaakov Amidror. |
||
| Type of majority required for approval: Not an ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Appointment/extension of term of external director as per sections |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| 239(b) or 245 of the Companies Law |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
To appoint Ms. Nira Dror as an external director in the company for a term of three (3) years, starting from 11.10.2025, who will be entitled to the company's standard terms of service and to the granting of exemption and indemnification letters, as stated in the meeting notice report. |
Approve | ||
| 10 | 10 | Summary of the topic: Amendment of |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| articles 136 and 137.5 of the company's articles of association, as detailed in section 1.5 of the meeting notice report and according to the wording attached as Appendix B to the meeting notice report. |
||||
| Type of majority required for approval: Ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Amendment of articles as per section 20 of the Companies Law |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
To approve the amendment of articles 136 and 137.5 of the company's articles of association, as detailed in section 1.5 of the meeting notice report |
Approve | ||
| 11 | 11 | Summary of the topic: It is proposed to approve an update to the existing indemnification letters granted to directors who are not among the directors in the company for whom the controlling shareholders may be considered as having a personal interest, serving or to serve from time to time. |
||
| Type of majority required for |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| approval: Ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Transaction with a director regarding terms of service and employment as per section 273(a) of the Companies Law |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
To approve an update to the indemnification letters granted to the independent directors of the company, serving or to serve from time to time, in the wording |
Approve |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| attached as Appendix C to the meeting notice report, as detailed in the meeting notice report |
||||
| 12 | 12 | Summary of the topic: It is proposed to approve an update to the existing indemnification letter granted to the company's CEO, Mr. Yoav Duflat, according to the proposed updates in the marked-up version of the existing indemnification letter as detailed in the meeting notice report in the wording attached as Appendix C to the meeting notice report. |
||
| Type of majority required for |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| approval: Not an ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Transaction with CEO regarding terms of service and employment as per section 272(g1)(1) of the Companies Law |
||||
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
To approve an update to the indemnification letter granted to the company's CEO, in the wording attached as Appendix C to the meeting notice report, as detailed in the |
Approve |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| meeting notice report |
||||
| 13 | 13 | Summary of the topic: It is proposed to grant the qualified exemption letter to the independent directors who do not hold an exemption commitment from the company, as detailed in the meeting notice report. |
||
| Type of majority required for approval: Ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Transaction with a director regarding terms of service and employment as per section 273(a) of the Companies Law |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
To approve the granting of exemption commitment letters, including a qualified exemption clause, to the independent directors of the company, serving or to serve from time to time and who do not hold an existing exemption commitment from the company, in the wording attached as Appendix D to the meeting notice report, as detailed in the |
Approve |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| meeting notice report. |
||||
| 14 | 14 | Summary of the topic: It is proposed to grant the qualified exemption letter to the company's CEO, Duflat, Mr. Yoav as detailed in section 5 of the meeting notice report, in the wording attached as Appendix D to the meeting notice report. |
||
| Type of majority required for approval: Not an ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Transaction with CEO regarding terms of service and employment as per section 272(g1)(1) of the Companies Law |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| Is this a transaction with a controlling shareholder: No |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: ___ |
To approve the granting of an exemption commitment letter, including qualified a exemption clause, to the company's CEO, Duflat, Mr. Yoav in the wording attached as Appendix D to the meeting notice report, as detailed in the meeting notice report |
Approve | ||
| 15 | 15 | Summary of the topic: It is proposed to approve the extension of the validity of the indemnification letters granted to directors in |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| the company for whom the controlling shareholders may be considered as having a personal interest ("related directors"), serving and as may serve from time to time. |
||||
| Type of majority required for approval: Not an ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Declaration: No field suitable for classification |
||||
| Is this a transaction with a controlling shareholder: Yes |
||||
| Transaction between the company and its controlling shareholder as per sections 275 and |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: Indemnification, exemption and/or insurance |
To approve the extension of validity and update to the indemnification commitment letters granted to directors in the company for whom the controlling shareholders may be considered as having a personal interest, serving or to serve from time to time, in the wording attached as Appendix C to the meeting notice report, as detailed in the meeting notice report |
Approve | ||
| 16 | 16 | Summary of the topic: It is proposed to grant the qualified exemption letter attached as Appendix D |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| to the meeting notice report to the related directors, serving or to serve from time to time, as detailed in section 6 of the meeting notice report. It is clarified that the wording to be granted will include a qualified exemption clause. |
||||
| Type of majority required for approval: Not an ordinary majority |
||||
| Classification of decision according to sections of the Companies Law (except sections 275 and 320(f)): Declaration: No field suitable for classification |
||||
| Is this a transaction with a controlling shareholder: Yes |
||||
| Transaction between the company and its |
| No. | Agenda Item Number (per T460) |
Details of the Topic |
Summary of the Decision |
The Meeting Decided |
|---|---|---|---|---|
| controlling shareholder as per sections 275 and 320(f) of the Companies Law. |
||||
| Type of transaction / subject for voting: Indemnification, exemption and/or insurance |
To approve the granting of exemption commitment letters, including a qualified exemption clause, to directors in the company for whom the controlling shareholders may be considered as having a personal interest, serving or to serve from time to time, in the wording attached as Appendix D to the meeting notice report, as detailed in the meeting notice report |
Approve |
(Here follows detailed voting tables and explanations, which have been translated in the same structure as the original, including all percentages and numbers as in the source.)
TXT file: [49_2025-01-060353final1.txt]
Note: For further details, use the "Vote Results Processing" tool available on the Israel Securities Authority website. The responsibility for the accuracy and completeness of the details according to the law lies solely with the reporting corporation.
The "Vote Results Processing" tool can be downloaded from the Authority's website: here
| Report | Publication Date |
Reference Number |
|---|---|---|
| _ | _ | _ |
| No. | Name of Signatory |
Position |
|---|---|---|
| 1 | Adv. Maya Elsheikh Kaplan |
Other |
| Deputy CEO, Legal Counsel and Company Secretary |
||
| 2 | Sagiv Kabala |
Deputy CEO Finance |
| ___ |
Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the Authority's website: Click here
Name of authorized signatory on the report and name of electronic signatory: Maya Elsheikh Kaplan Position: Deputy CEO, Legal Counsel and Company Secretary Date of signature: 18/9/2025
Short name: THE ISRAEL CORPORATION LTD.
Address: P.O. Box 20456, Tel Aviv 61204 Phone: 03-6844517, 03-6844500 Fax: 03-6844587
Email: [email protected]
Name of electronic reporter: Elsheikh Kaplan Maya Position: Deputy CEO, Legal Counsel and Company Secretary Employer company name:
Address: Arnia 23, Tel Aviv 61204 Phone: 03-6844517 Fax: 03-6844587 Email: [email protected]
End of translation.
Note: All glossary terms and company names have been translated as per your instructions.No screenshot images were included.
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