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Nice Ltd. — Board/Management Information 2018
Apr 4, 2018
6950_rns_2018-04-03_8544d383-2cec-40b1-b9ef-7f2cc1f246a9.pdf
Board/Management Information
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Excerpts from D&O Questionnaire of David Kostman
VII TO BE COMPLETED BY ALL DIRECTORS
The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.
A. Do you have the requisite skills and the ability to devote the appropriate time to fuffill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?
VBS IX
B. Are your skills as a director based on your education and professional experience described herein?
VEC R
If not, please specify the basis and attach supporting documentation, if any (if you have not previously provided them to the Company):
C.
YES
If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):
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D. in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionnaire.)
ves l
If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):
[…]
Within the past two years, did or do (1) you, (2) your relative®, (3) your business and ٽ partner, (4) your employer, (5) any person to which you are directly or indirectly or indirectly subordinated or (6) any entity of which you are a Controlling shareholder have an employment relationship with, or professional ties (even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (i) a Controlling shareholder of the Company or a relative" the conf. (iii) an entity in which the Company or the Conneals of the Company or Company is, or during the past two years was, a Controlling shareholder of the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's
ves 1 િ NO
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* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli iaw, meaning the ability to direct the works of a company, except solety by white of being a literal law,
such company, which ability shall be neasuned in ease of shirt of being a such company, which ability that be presuned in case of a holding of being a director of officer or officer
such company, which ability at least 50% of the director and east power or the right to appoint at least 50% of the directors or the CEO.
M. Do you have any reason to believe that any of your positions or affairs create, or are constrain your ability to severe at therest with your position as a director of the Company or constrain your ability to serve as a director of the Company?
yes ( 区 NO If the answer is "Yes," please describe fully below:
K.
YES I 次 NO
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PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION
I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that, to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.
| Signature |
|---|
| ANIST KOSTMAN |
| Print Name |
| CHAIRMAN OF THE 150AHRD |
| Title of each position with the Company |
| Date: / lanch 2018 |
Excerpts from D&O Questionnaire of Rimon Ben-Shaul
VII TO BE COMPLETED BY ALL DIRECTORS
The following questions seek to ensure that you can serve (or continue to serve), as a mutter of Israeli law, as a director,
A. to fulfill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?
Are your skills as a director based on your education and professional B. experience described herein?
voo
If not, please specify the basis and attach supporting documentation, if any (if you have not previously provided them to the Company):
C. Have you been declared by a court to be legally incompetent or bankrupt?
yes T
If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company); previously provided them to the Company):
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D. in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, listed please contact the person named on the cover page of this Questionnaire.)
ves I
No. 18
If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):
[…]
L. Within the past two years, did or do (1) your relatives, (3) your business (4) your business partner, (4) your employer, (5) any person to which you are directly or indived your business
or (6) any entity of which you are a Controlling christial of the cly subordinat or (6) any entity of which you are a Controlling sharedty or indirectly subordinated
or (6) any entity of which you are a Controlling shareholder have an employment relations or business or professional ties (even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (i) a Controlling stiareholder of the Company or a relative® the over (1) in which the Company or the Company or the Company or Company is, or during the past two years was, a Controlling shareholder of the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's
VES I NO
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* For purposes of this question, the words "control" are used as defined under Israeli law, meaning the ability to direct the connary, except solely by virtue of being in the have a can being a director of fifica of such conpany, which ability shall be presumed in ease of a holding of at least officer of officer
such company, which ability shall be presumed in ease of a holding of at lea power or the right to appoint at least 50% of the directors or the CEO.
M. Do you have any reason to believe that any of your positions or affairs create, or are liable to create, any conflict of interest with your positions of arraits of the Company or constrain your ability to serve as a director of the Company?
| yes | ||
|---|---|---|
| If the answer is "Yes," please describe fully below: |
K.
yes T પ્રતિ NO
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PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION
I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionvaire remains, o the best of my knowledge, accurate and complete. I further understand that, to the extent required by applicable law, this Questionnaire and/or portions thereof, may be one to inspection by the public.
| 1/2 | ||
|---|---|---|
| Signature | ||
| BENSHAOUL RIMON | ||
| Print Name | ||
| DIRECTOK | ||
| Title of each position with the Company | ||
| Date: 3 = | 2018 |
Excerpts from D&O Questionnaire of Shuki Erlich
VI TO BE COMPLETED BY ALL DIRECTORS
The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.
A. to fulfill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?
$$\mathbf{y}_{\mathsf{FS}} \,\mathsf{\mathcal{X}}$$
יחא
B. Are your skills as a director based on your education and professional experience described herein?
$$\text{YES}^{\mathsf{PK}} \tag{10.1}$$
If not, please specify the basis and attach supporting documentation, if any (if you have not
previously provided them to the Commun previously provided them to the Company):
C.
ves T
No W
If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company) previously provided them to the Company):
D. Soction 926 - School of the past five years, were you convicted of any of the offenses listed in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionne's 11
yes T
Non IX
If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):
[ --. ]
Within the past two years, did or do (1) you, (2) your relative*, (3) your business ت partner, (4) your enployer, (5) any person to which you are directly or indirectly or indirectly subordinated or (6) any entity of which you are a Controlling shareholder have an employment relationship with or have control over (i) the Even if one-lime basis), serve as an officer or director a relative* thereof fiji) or ontity in which in the basis), serve as an officer of the Company or a relative* thereof, (iii) an entity in which the Company or the Company of the Company of the Company of the Company's Chairman of the past two years was, a Controlling shareholder of the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's
ves I NO
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* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meating the ability to direct the operations of a company, except solely by virtue of being a director of being a director officer of such conpary, which ability shall be presumed in case of a bolding of at least 50% of such company's voting power or the right to appoint at least 50% of the directors or the CEO.
M. Do you have any reason to believe that any of your positions or affairs create, or are constrain your objility to courses with your position as a director of the Company or constrain your ability to serve as a director of the Company?
yes f భ NO If the answer is "Yes," please describe fully below:
K.
ves 1 િત NO
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PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION
I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that, to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.
| Signature トテ े के chick Un |
|
|---|---|
| Print Name 1 35 10 |
Title of each position with the Company
The following definitions apply to the terms below used in the Questionnaire,
The term "affiliate" means any person or entity that, directly or indirectly, controls, is the results of is under common control with the Company, whether such control artses as the result of the ownership of capital stock, by contract, including through a voting arrangement, or otherwise.
The tenn "arrangement" should be construed to mean any plan, contract, authorization or understanding, whether or not set forth in a formal document.
The term "associate" means: (i) any corporation or organization (other than the Company or its majority-owned subsidiaries) of which you or an immediate family member* is an executive officer* or partner or is, directly or indirectly, the beneficial owner* of 10 percent or more of any class of equity securities; or (ii) any trust or other estate in which you or an immediate family member* has a substantial beneficial interest or as to which you or such immediate family member* serves as trustee or in a similar fiduciary appartury or (ii), your spouse, or any relative of yours, or any relative of your spouse, who las the same home as you or who is a director or officer of the Company of its parents on subscriances.
You are the "beneficial owner" of a security if you, directly or indirectly, through any nown, which include becauding, relationship, or otherwise, have or share: (i) voting power, which includes the power to vote, or to direct the voting of, such security, or (i) resument power, which includes the power to dispose, or to direct the disposition, of, such security. You may be deemed the beneficial owner of a security if you, directly, or indirectly, create or use a trust, broker, agent, legal representative or other intermediary, w muncoury, attorney, pooling arrangement or any other contract, afrangement or device, or hold the
Excerpts from D&O Questionnaire of Léo Apotheker
VII TO BE COMPLETED BY ALL DIRECTORS
The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.
A. the nationly needs and the of the Company, taking into account, among other things, the particular needs and the size of the Company?
YES A
B. Are your skills as a director based on your education and professional experience described herein?
YES R
If not, please specify the basis and attach supporting documentation, if any (if you have not
previously provided them to the Company); previously provided them to the Company):
C.
YES I
If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company). previously provided them to the Company):
D. in Section 226 of the Israeli parties Jaw? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionnaire.)
VES F Alm IX
If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):
[…]
I. Within the past two years, did or do (1) your celatives, (3) your business partner, (4) your employers (5) any person to which you are directly or indirectly subordinated or (6) any enlity of which you are a Controlling sharectly or indirectly stionship.
or business, or professional ties (ayon if an earlyloyment relationship with, or have control over (i) the Comment (ii) a four and officer or director with, or have control over (i) the Company (i) a Controlling shareholder of the Company or a relative* thereof, (lit) an entity in which the Company or the Company of the Company of the Company is, or during the past two years was, a Controlling shareholder of the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's
VEGI ని NO
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* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meaning the which andity shall be world of a complix, exept solely by virtue of being a fired inder israeli law,
such company which anility shall be oversions of a contral b mich company, which ability shall be presumed in case of a holding of being a director of officer
nower or the right to specialized be presumed in case of at least 50% of suc power or the right to appoint at least 50% of the directors or the CEO.
M. liable to create, any conficit of interest with your positions of attairs of the Company or constrain your ability to serve as a director of the Company?
VES ! 次 NO If the answer is "Yes," please describe fully below:
K.
yes ' જ્ NO
PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION
I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate Questionneire and for and entains, to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.
Sign aure LED APOTYEKEE Print Name
Title of each position with the Company
Date: 4/2/18_, 2018
27
Excerpts from D&O Questionnaire of Joe Cowan
VIA TO BE COMPLETED BY ALL DIRECTORS
The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.
A. to fulfill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?
VEGA
Are your skills as a director based on your education and professional B. experience described herein?
yes R
If not, please specify the basis and attach supporting documentation, if any (if you have not
previously provided them to the Company previously provided them to the Company):
C.
YES F
If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company) previously provided them to the Company):
D. Sartion 226 of the during the past five years, were you convicted of any of the offenses listed in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, insec please contact the person named on the cover page of this Questionnaire.)
yps 1 NO W
If yes, please describe below and altach supporting documentation, if any (if you have not previously provided them to the Company):
[…]
L. partner, (4) your employer (5) any person to which you are directly or indirectly subordinated or (6) any entity of which you are a Controlling shareholder have an employment relationship or business or professional ties (even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (i) a Controlling shareholder of the Company of a relative* thereof, (ii) an entity in which the Company or the Company of the Company of the Company's Chairman of the Past two years was, a Controlling shareholder of the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's
YES * 区 NO
* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meaning the ability to direct the worse of a company, except solehy by virtue of being a director of the such company, which ability shall be presuned in case of a holding of artifical of officer
sower or the tiph to anothi at least 50% of the director and case of a least 50% of power or the right to appoint at least 50% of the directors or the CEO.
M. Do you have any reason to believe that any of your positions or affairs create, or are liable to create, any confict of interest with your positions of affector of the Company or constrain your ability to serve as a director of the Company?
| Alak | NO - | ||
|---|---|---|---|
| If the answer is "Yes," please describe fully below: |
K.
VES ! િય NO
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PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION
I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the best, of my, knowledge, as and and appearing in this Questionnaire remains, to the required by genliceble law this C. required by spplicable law this Questionnaire and/or portions thereof, may be open to inspection by the public.
Signature Course Primt Name Ditte Title of each position with the Company Date: Jul- 28 28 2018
Excerpts from D&O questionnaire of Zehava Simon
VII. TO BE COMPLETED BY ALL DIRECTORS
The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.
A. fulfill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?
$$\mathbf{YES} \ge \overbrace{\mathbf{x}}^{\sf T} \tag{10.1}$$
B. Jour skills as a director based on your education and professional experience described herein?
If not, please specify the basis and attach supporting documentation, if any (if you have not previously provided them to the Company):
C. Have you been declared by a court to be legally incompetent or bankrupt?
$$\mathbf{YES}^{\top} \qquad\qquad\qquad\qquad\qquad\qquad\text{NO}\propto^{\top}$$
If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):
D. Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionnaire.)
If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):
[…]
L. Within the past two years, did or do (1) you, (2) your relative*, (3) your business partner, (4) your employer, (5) any person to which you are directly or indirectly subordinated or (6) any entity of which you are a Controlling shareholder have an employment relationship or business or professional ties (even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (ii) a Controlling shareholder of the Company or a relative* thereof, (iii) an entity in which the Company or the Controlling shareholder of the Company is, or during the past two years was, a Controlling shareholder or (iv) the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company?
YES ! X NO
* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meaning the ability to direct the operations of a company, except solely by virtue of being a director of such company, which ability shall be presumed in case of a holding of at least 50% of such company's voting power or the right to appoint at least 50% of the directors or the CEO.
M. liable to create, any conflict of interest with your position as a director of the Company or constrain your ability to serve as a director of the Company?
YES T x no
If the answer is "Yes," please describe fully below:
K.
YES「 x NO
PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION
I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely and blish information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of applicable the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.
| ﺗ Car Caracter |
1000 2000 2000 1000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 | ||
|---|---|---|---|
| Signature | |||
| Zehava Simon | |||
| Print Name | |||
Title of each position with the Company
Date: __ Feb 4th , 2018