| (1) |
to approve the amendment of the Company's Compensation Policy for Office Holders;
|
| (2) |
to approve the compensation terms to Mr. Shlomo Rodav, as the Company's Chairman of the Board of Directors; and
|
| (3) |
To amend the Company’s Articles of Association and cancel the provisions with respect to
It should be noted that the Board of Directors does not take a position on this matter, and the decision on the matter is left exclusively to the EGM.
|
|
|
By Order of the Board of Directors
Sarit Hecht, Adv.
Company Secretary
|
| (1) |
to approve the amendment of the Company's Compensation Policy for Office Holders;
|
| (2) |
to approve the compensation terms to Mr. Shlomo Rodav, as the Company's Chairman of the Board of Directors; and
|
| (3) |
To amend the Company’s Articles of Association and cancel the provisions with respect to
It should be noted that the Board of Directors does not take a position on this matter, and the decision on the matter is left exclusively to the EGM.
|
|
1
|
However, to the extent permitted by law, if the General Meeting shall oppose approving the policy, the Compensation Committee and Board of
Directors shall be able to approve the policy, after having held another discussion of the policy and after having determined, on the basis of detailed reasoning, that, notwithstanding the opposition of the General Meeting, the adoption
of the policy is for the benefit of the Company.
|
|
2
|
Compensation Plan” - is defined in the Policy as a plan relating to the Terms of Office or Employment of an Office Holder or a number of
Office Holders of the Company, regarding a particular matter or a variety of matters.
|
| • |
The provisions of the Compensation Policy apply to annual bonuses for the years 2023 until 2025 (with respect to the annual bonus for the year 2022 the provisions of the previous Compensation Policy will continue to apply (clause 1.4).
|
| • |
The definition of "Fixed Component" was amended to include a signing bonus and the definition of "Equity Compensation" was amended and includes options or other equity compensation based on the Company’s securities. (clause 2).
|
| • |
The Equity Compensation clause to Directors was amended so it may include options subject to further approval by the Compensation Committee, Board of Directors and the General Meeting (clause 5.2.2).
|
| • |
The number of Israeli Companies included in the comparative analysis (Benchmark) for the purpose of
|
| • | The possibility to grant a signing bonus of up to 6 monthly salaries was added to the Compensation Policy (clause 5.4.4.4). |
| • |
The minimum criterion for receiving the annual Bonus was replaced by the total Adjusted EBITDA (instead of total EBITDA). In addition, the Compensation Committee and the Board of Directors may approve at their discretion, the grant of
an annual bonus even in cases where the minimum criteria has not been met, in an amount that does not exceed three monthly salaries for each Office Holder (clause 5.5.1).
|
| • |
The range of the weight of the Company's targets, division’s targets and personal evaluation in the annual bonus (clause 5.5.1.3).
|
| • |
The defined minimum threshold for achievement of targets for the annual bonus was amended to 75% instead of 60% (clause 5.5.1.4).
|
| • |
The Compensation Committee and the Board of Directors have discretion to grant an annual Bonus in cases of an Office Holder's partial period of employment, provided that the Office Holder was employed by the Company for at least six
months in a calenda
|
| • |
The Company may not enter into an agreement to grant a Severa
|
| • |
The Compensation Committee and the Board of Directors will no longer be able to extend an Office Holder’s adjustment period for a period not longer than nine months and/or to determine that the Company shall pay the Office Holder
his/her compensation terms in their entirety during an additional period, which shall not exceed 12 months beyond that prescribed in this Compensation Policy under certain circumstances (clause 5.5.3).
|
| • |
A clarification was included that Special Bonuses are included within the Variable Components for the purpose of clause 5.3 of the Compensation Policy (clause 5.5.3).
|
| • |
The removal of immediate acceleration of Equity Compensation in circumstances of a change in control of the Company; and added that immediate acceleration will only apply to the next tranche of Equity
Compensation that was scheduled to be vested on the upcoming vesting date following the acceleration event (these amendments will not apply to Equity Compensation granted before the date of approval of this
Compensation Policy) (clause 5.6.9).
|
| • |
The Compensation Policy sets a total compensation cap for the annual compensation of the CEO, Chairman of the Board of Directors and the other Office Holders of the Company (clause 5.8).
|
| • |
“RESOLVED: to grant Mr. Shlomo Rodav, the Chairman of the Board of Directors of the Company, a fixed monthly fee in the amount of NIS 106,250 (plus VAT and linked to the June 2022 CPI) for his
services as Chairman of the Board of Directors, effective July 28, 2022, to be offset against the sums that Mr. Rodav has received since July 28, 2022 in his capacity as a director in the Company; and
|
|
|
By Order of the Board of Directors
Sarit Hecht, Adv.
Company Secretary
|
|
Annex "B"
|
| 1. |
General
|
| 1.1 |
Pursuant to the provisions of the Companies Law of 1999
|
| 1.2 |
The Terms of Office and Employment of the Office Holders of the Company shall be determined on the basis of the Compensation Policy as defined hereunder (“the Compensation” or “Compensation Plan”) and shall be submitted for approval by the Compensation Committee of the Company’s Board of Directors
|
| 1.3 |
At least once every three years, and after receiving the recommendation of the Compensation Committee, the Company’s Board of Directors shall discuss and decide about approving a Compensation Policy for the Company
|
|
1
|
Insofar as the Office Holder is holding office through a company under his ownership, the provisions of the Compensation Policy shall apply mutatis mutandis: the Compensation to an Office Holder shall be paid against an
invoice and not as a salary, and the components of the Compensation will be normalized so that, in economic terms,
|
| 1.4 |
The Compensation Policy shall remain in effect in its current format for a three- year period as of the date of approval of the Compensation Policy by the General Meeting of the shareholders or until amended or terminated by the
Company’s relevant organs, subject to all statutory provisions. If the General Meeting of the shareholders does not approve the Compensation Policy and the Company’s Board of Directors shall resolve to adopt it notwithstanding the General
Meeting’s opposition as stated, then the Compensation Policy shall remain in effect for a three-year period as of the date of the Board of Directors’ approval as stated. To dispel any doubt, it is stated that the provisions of the
Compensation Policy
|
| 1.5 |
The Compensation Policy, as specified hereunder, was formulated during an orderly internal process conducted at the Company in conformity with the provisions of
|
| 1.6 |
The purpose of the Compensation Policy is to set guidelines for the mode of compensation of the Company’s Office Holders. The Company’s Management and the Company’s Board of Directors deem all of the Office Holders of the
Company as partners in the Company's success and the holistic approach to Office Holders’ Compensation derives from this view. This document presents the indices that derived from the principles of the formulated Compensation Policy, as
specified hereunder in clause 5.
|
| 1. |
It is hereby clarified that no statement in this document purports to vest any right to the Office Holders to whom the principles of the Compensation Policy apply,
or to any other third party, and not necessarily will use be made of all of the components and ranges presented in this Policy.
|
| 1. |
The purpose of the Policy is to set guidelines for the mode of compensation of Office Holders of the Company. Therefore, the indices presented are intended to
prescribe an adequately broad framework that shall enable the Compensation Committee and Board of Directors of the Company to formulate a personal Compensation Plan for each Office Holder or a particular compensation component according
to individual circumstances (including unique circumstances) and according to the Company’s needs, in a manner that is congruent with the Company's benefit and the Company’s overall strategy over time.
|
| 1.9 |
This Compensation Policy is worded using the masculine gender solely for the sake of convenience and relates to both genders equally.
|
| 2. |
Definitions
|
| 3. |
Policy, supervision and control over the Office Holders’ Compensation
|
| 3.1 |
The Board of Directors is responsible for managing and implementing the Compensation Policy and for all operations required for this purpose, and has the authority to interpret the provisions of the Compensation Policy in any instance
of doubt as how to implement it. Without derogating from that stated and subject to the requirements of the Companies Law, subsequent to its approval by the Compensation Committee, the Board of Directors shall formulate and approve a
Compensation Plan for Office Holders, while referring to the Compensation Policy and while referring to data to be submitted for this purpose by the Company’s CEO or any delegate on his behalf at the time of the relevant review.
|
| 3.2 |
Notwithstanding all that stated in this Policy, prior to adopting a resolution regarding the granting of compensation pursuant to this Policy, the Board of Directors may decide (upon the recommendation of the Compensation Committee) to
reduce or cancel amounts of the Bonuses (or a portion thereof) that shall be calculated by virtue of the approved Compensation Plans,
|
| 3.3 |
As is required and pursuant to the provisions of
|
| 2 |
Amended and Restated 2004 Company Equity Incentive Plan, as updated from time to time, and any other equity incentive plan of the Company that will be approved in the future.
|
| (1) |
to recommend the Compensation Policy for Office Holders to the Board of Directors;3
|
| (2) |
to recommend that the Compensation Policy be updated from time to time, and to review its implementation;
|
| (3) |
to decide whether to approve transactions involving Terms of Office and Employment of an Office Holder, director and controlling shareholder or a relative thereof; and
|
| (4) |
to decide whether to exempt the Terms of Office of a candidate for the office of CEO from the need for approval by the General Meeting.
|
|
|
|
|
|
|
|
|
|
|
| 3. |
The Company’s Board of Directors shall discuss and determine the procedure for supervising the proper implementation of the Compensation Policy, in order to ensure that it is
being implemented, including through the Compensation Committee. |
| 3. |
Furthermore, any payment that is not an Ongoing Remuneration that shall be paid to an Office Holder pursuant to his/her particular Compensation Plan, insofar as it shall be paid, and which constitutes a Variable Component or a Fixed Component, is not and shall not be deemed part of the Office Holder’s base salary, for all intents and purposes. |
| 4. |
Principles of the Compensation Policy for Office Holders
|
| 3 |
As stated above, the Compensation Policy shall be reviewed and approved at least once every three years.
|
| 5. |
Outline for defining a personal Compensation Plan for Office Holders of the Company
|
| 5.1 |
A personal Compensation Plan shall be defined for each of the Office Holders of the Company on the basis of the following outline and subject to the principles prescribed in the outline. Each Office Holder shall be informed of his/her
personal Compensation Plan.
|
|
A personal Compensation Plan or a portion thereof may be arranged within the scope of a plan that applies to all or a portion of the Office Holders. The following practical considerations shall be taken into account when approving a
personal Compensation Plan for an Office Holder:
|
| 5.1.1 |
The Office Holder’s education, qualifications, expertise and professional experience and achievements in his/her current position and, to the extent relevant, in his/her previous position;
|
| 5.1.2 |
The Office Holder’s position, spheres of responsibility and previous remuneration agreements signed with the Office Holder;
|
| 5.1.3 |
The ratio between the cost of the Office Holder’s Terms of Office and Employment and the cost of the remuneration of the rest of the employees of the Company and the employees of contractors who are working for the Company, and
particularly, relative to the average and median remuneration of employees as stated4; whether this ratio is appropriate and why, and the impact of the gaps between them on the labor relations in the Company, if there is any
impact;
|
| 4 |
In
The ratios stated above were calculated according to the Company
|
|
In this context – “employees of contractors who are working for the Company” – as defined in the Companies Law from time to
time.
|
| 5.1.4 |
Insofar as the Compensation Plan shall include Variable Components, the considerations should include, inter alia: the Office Holder’s contribution to the achievement of the Company’s targets and to the maximizing of its profits, all
from a long-term perspective and depending upon the Office Holder’s position. The Board of Directors shall have discretion with regard to reducing the Variable Components, inter alia, as stated above in clause
|
| 5.2 |
Directors’ Compensation
|
| 5.2.1 |
The securities of the Company are listed for trading in Israel and in the United States. As a result, inter alia, the burden imposed on the Company’s directors, as well as their responsibility, derive from the requirements of both
legal systems. Furthermore, the Company operates in an extremely competitive sphere of business activity in a challenging regulatory environment, and this requires our directors to possess considerable expertise. In order to retain
high-quality directors who possess expertise and contribute significantly to the Company, the Company believes that they should be compensated commensurately.
|
| 5.2.2 |
By virtue of their capacity as directors, the members of the Company’s Board of Directors and members of Board committees shall be entitled to compensation, which includes an annual financial compensation and compensation for
participation in meetings, in conformity with the provisions of the Companies Regulations (Rules regarding Remuneration and Reimbursement of Expenses to External Directors), 5760 – 2000
(hereinafter: “the Remuneration Regulations”), including pursuant to Regulation 8A of the Remuneration Regulations. As long as it holds true that each of the members of the Board of Directors
is an expert in his/her field, considering his/her education, qualifications, expertise and professional experience (not necessarily financial and accounting expertise or professional qualification), the financial compensation to each
director shall be the same, apart from the Chairman. Additionally, the directors shall be entitled to reimbursement of expenses and shall benefit from the Company’s Office Holders’ insurance policy and from letters of indemnification and
release that have been or shall be granted during this period (as stated hereunder in clause 6). The Company shall be able to grant directors an Equity Compensation
|
| 5.2.3 |
Notwithstanding that stated above in clause 5.2.2, the Company has the discretion to grant the Chairman of the Board a higher compensation, that shall take into account the additional work imposed on him, the additional time that the
Chairman of the Board is required to devote to the performance of his role, and, insofar as the Chairman of the Board is an active chairman, also the appointment percentage at which he shall be employed and subject to section 5.8 below.
|
| 5.3 |
The ratio between the Fixed Components and the Variable Components (equity and non-equity) and maximums set for Variable Components
|
| A. |
The Fixed Component
|
| 5.4 |
Ongoing Remuneration
|
| 5.4.1 |
Monthly Salary
|
| 5.4.2 |
Advance notice
|
| 5.4.3 |
Adjustment period
|
| 5.4.4 |
Additional fringe benefits
|
| 5.4.4.1 |
Annual vacation, sick days and Office Holders’ routine annual medical examination
|
| 5.4.4.2 |
Allocations to a pension plan and to a continuing education fund
|
| 5.4.4.3 |
Car and phone
|
| 5.4.4.4 |
Signing bonus
|
| 5.4.4.5 |
Additional benefits
|
| B. |
The Variable Component
|
| 5.5 |
Bonuses
|
| 5.5.1 |
Annual Bonus
|
| 5.5.1.1 |
The annual Bonus is based on targets at the level of the Company, the division and at a personal level, which are defined annually around the beginning of the calendar year.
|
| 5.5.1.2 |
The sum of the maximum annual Bonus to any Office Holder shall be set in advance, as specified in this Policy, in a manner that ensures an appropriate balance between the Bonus and the Fixed Components in the Office Holder’s
Compensation Plan, and that is consistent with the limits specified above in clause 5.3.
|
| 5.5.1.3 |
The sum of the annual Bonus that shall actually be paid to an Office Holder, shall be calculated using a formula that usually takes into account the following three components: achievement of the Company’s targets, achievement of the
division’s targets (except in relation to the Company’s CEO) and a personal evaluation of the relevant Office Holder, as specified in the annual Bonus plan (“the Formula” and “the Annual Bonus Plan,” as relevant) and as specified hereunder:
|
| 5 |
It should be noted, that for the purpose of determining whether the minimum criterion for receiving the annual Bonus is met, the Company will
calculate the adjusted EBITDA in a consistent manner, identical to the manner in which it calculated this data until now and according to which it reported the adjusted EBITDA data in its annual financial reports.
|
|
|
| (a) |
The Company’s targets
|
| (b) |
The Division’s targets
|
| (c) |
Personal evaluation
|
| (d) |
It is hereby clarified that the aggregate weight to be assigned to all three of the aforesaid categories in the Formula shall be 100%.
|
| 5.5.1.4 |
Upon the approval of the Company’s annual results (in the first quarter of the year following the relevant budget year), the annual Bonus to be paid to each Office Holder shall be calculated according to the relevant Formula in the
Annual Bonus Plan, based on the relevant group of targets from among the Company’s Key Targets, the Division’s Key Targets and the personal evaluation of each Office Holder. Eligibility for the annual Bonus and the sum thereof shall be
determined according to the following rules: if the total achievement of targets is at a ratio that is lower than the defined minimum threshold of
|
| 5.5.1.5 |
Eligibility for a Bonus in respect of a partial period of employment
|
|
7
|
For the purpose of clarification only, the term “worked at the Company” also encompasses an advance- notice period.
|
| 5.5.2 |
Severance Bonus
|
| 5.5.2.1 |
Without derogating from existing agreements or from that stated
|
|
|
|
|
|
|
|
5.5.2.
|
It is hereby clarified that the adoption of this Compensation Policy shall in no way prejudice the existing rights of any Office Holder relative to Severance
Bonuses that were approved prior to the adoption of this Policy, on which the Office Holders relied during their employment.
|
| 5.5.3 |
Special Bonuses
|
| 5.6 |
Equity Compensation – options, Phantom Options |
| 5.6.1 |
The use of an equity-based compensation enables alignment between the Office Holders’ targets and the objectives of the shareholders, creates a retention component in the Compensation Plan that takes a long-term perspective on the
Company’s results, and motivates the Office Holders to work for the benefit of the Company under long- term policy considerations and with controlled risk-taking. Equity Compensation can be offered in a track either with or without a
trustee, including a capital-gains track or an employment-income track, as the Company’s institutions shall decide.
|
|
8
|
The relevant calendar year - the calendar year preceding the date of the decision to grant the bonus or the calendar year during which the
decision was adopted, as to be decided by the Compensation Committee and the Company's Board of Directors in accordance with the specific circumstances.
|
| 5.6.2 |
The terms of a Compensation Plan that include Equity Compensation should provide adequate incentives to maximize the Company’s long- term value. Among the relevant parameters for ensuring the creation of such incentives are: the
expected volume of dilution, the plan's economic value, the exercise prices and the vesting period.
|
| 5.6.3 |
The exercise price of options shall be determined according to one of the following alternatives: (1) the exercise price shall not be less than the average closing price of the Company’s share during the thirty trading days on the
Tel-Aviv Stock Exchange preceding the grant date, with the addition of a 5.0% premium; or (2) the exercise price shall not be less than the average closing price of the Company’s share during the thirty trading days on the Tel-Aviv
Stock Exchange preceding the grant date, while the vesting of the options will be subject to achieving targets set by the Company's Compensation Committee and Board of Directors. For the avoidance of doubt, the resolution with respect to
the alternative to be implemented will be adopted only at the time of the grant.
|
| 5.6.4 |
As a rule, the minimum holding or vesting period of Variable Equity Components shall be three years (divided into tranches that shall vest throughout the period, with the minimum vesting period relative to each tranche being one year).
This minimum vesting period serves to constitute adequate incentive from a long-term perspective. However, the Board of Directors (upon the recommendation of the Compensation Committee) shall have the discretion to assign a shorter
vesting period or to calculate the vesting period from an earlier point at which the Office Holder was employed by or provided services to the Company, under circumstances that shall be explained and specified.
|
| 5.6.5 |
The exercise period shall commence as of the end of the vesting period and shall end after two to seven years have elapsed; however, the Board of Directors shall have the discretion to define a shorter or longer exercise period,
provided that the duration shall in no instance exceed the period of the Equity Compensation plan and shall not be less than one year after each vesting date, apart from an instance of termination of employment, for which a shorter
exercise period may be defined, but not less than three months.
|
| 5.6.6 |
The maximum cumulative dilution within the scope of Equity Compensation in respect of all grants executed and to be executed in the Company, which have not yet been exercised or have not yet expired, shall be limited, so
that it shall not exceed 10% of the Company’s issued and paid-up share capital to all Office Holders of the Company for the duration of the period of the Compensation Policy.
|
|
|
|
|
| 5.6.7 | The Equity Compensation shall be subject to customary adjustments in respect of various events, if relevant, including adjustments in respect of a distribution of a dividend, bonus shares, changes in equity (such as consolidation, split, etc.), an issue of rights or restructuring of the Company (such as: split and merger), etc. |
| 5.6. |
An Equity Compensation may be exercised using a cashless mechanism, whereby the offeree is entitled to receive from the Company only that quantity of shares that reflects the economic gain that the offeree would have received had he/she exercised the Equity Compensation (insofar as relevant, such as options) for shares at the market price of those shares, net of the exercise price in respect thereof. This mechanism may be adopted by the Board of Directors from time to time. |
| 5.6. |
The Board of Directors has discretion to operate a mechanism for exchanging the Equity Compensation for another Equity Compensation (such as an exchange of options), to
immediately accelerate the Equity Compensation, or for exchanging it for Phantom Options in the event of |
| 5.6. |
Insofar as the Equity Compensation was granted initially as a type that is cleared in cash, for example, phantom options, the maximum value of the compensation that shall actually be paid on the exercise date shall be according to a calculation of up to three (3) times the share price on the grant date of the Equity Compensation; If the Equity Compensation shall be of a type that is not initially granted as a type that is cleared in cash, but due to certain circumstances, for example the inability to exercise it, the Company resolved to clear it in cash, the maximum value of the compensation that shall actually be paid on the exercise date shall be according to a calculation of up to five (5) times the share price on the grant date of the Equity Compensation. In case of Equity Compensation that is not cleared in cash, and due to the nature of such Equity Compensation, then a maximum exercise values does not have to be defined at the time of the grant. |
| 5.7 |
Comparative analysis relative to the market
|
|
|
|
|
|
|
| 5.8 |
Total Compensation Cap
|
| 5.8.1 |
The total annual cost of all of the Terms of Office and Employment of the CEO shall not exceed an amount of NIS 6 million, of which the cost of the Fixed Component shall not exceed NIS 3.1 million.
|
| 5.8.2 |
The total annual cost of all of the Terms of Office and Employment of an Office Holder that is subordinate to the CEO shall not exceed an amount of NIS 4 million, of which the cost of the Fixed Component shall not exceed NIS 2
million.
|
| 5.8.3 |
The total annual cost of all of the Terms of Office and Employment of the Chairman of the Board of Directors shall not exceed 80% of the maximum annual cost of the CEO as set forth in section 5.8.1 above, while the cost of the Fixed
Component shall not exceed NIS 2.6 million.
|
| 5.8.4 |
The above cap amounts in this section 5.8 will be linked to the CPI, while the base index will be the index known for the month of August 2022. In addition, for the sake of this section 5.8, the Variable Equity Components for one
calendar year (in aggregate) will be evaluated according to the economic value at the time of the grant of any Variable Component divided linearly over the vesting period (years), and not the accounting value attributed to that year.
|
| 6. |
|
| 6.1 |
Office Holders’ liability insurance, indemnity and the granting of release from liability are essential in order to ensure the recruitment and retention of Office Holders and directors who are the most suitable for the Company’s needs,
and who possess relevant qualifications and experience to hold office in the Company and on the Company’s Board of Directors. These are essential considering that, in today’s marketplace, Office Holders and directors of public companies
face greater liability exposures than ever before, particularly in public companies listed in multiple countries and subject to differing legal systems. The Company shall be allowed to insure the liability of its Office Holders, to
indemnify them or release them from liability, in conformity with the Companies Law and the Company’s Articles of Association.
|
| 6.2 |
The Company shall be allowed to engage in an office holders’ liability insurance policy (including directors and the Company’s CEO) of the Company and/or subsidiaries of the Company (including an insurance policy for the ongoing
activities and/or a particular event and/or activity and/or for the coverage of past activities including through a Runoff Policy and/or another policy of any type and kind) including Office Holders (and directors) who are themselves,
and/or whose relatives are, controlling shareholders of the Company and/or Office Holders for whom the Company’s controlling shareholders may have a personal interest in their inclusion in the insurance policy, that will apply to serving
Office Holders and/or that served or that will serve from time to time, for a number of periods of insurance, including their extension, during the period of the Compensation Policy, whether through the purchase of new policies or through
extensions or renewals of existing policies and/or policies that will be purchased in the future, whether with the same insurer or with another insurer in Israel and/or abroad, and all under the conditions specified hereunder:
|
| 6.2.2 |
The Compensation Committee and the Board of Directors has approved the renewal of the insurance policy for a new period of insurance and has determined that no material changes were made in the insurance terms.
|
| 6.2.3 |
To the extent that the policy is extended to cover claims against the Company itself (as opposed to claims against its Office Holders) relating to the Company's traded securities (Entity Coverage for Securities Claims), payment
arrangements for insurance benefits for this extension will be determined, where applicable, whereby the Office Holder's right to receive indemnification from the insurers will precede the Company's right.
|
| 6.3 |
In addition, the Company shall be allowed to enter into a Runoff policy for an insurance period of 7 years for the coverage of past activities, subject to the coverage of the policy at that time
|
| 6.4 |
In addition, in the event of a public offering of the Company
|
| 6.5 |
The Company
|
| 6.6 |
The Company
|
| 6. |
The maximum advance undertaking of indemnity payable by the Company to all indemnified persons, pursuant to letters of indemnification to be granted to Office Holders as of the adoption date of the Policy, in respect of any occurrence of the events specified in the appendix to the letter of indemnification, shall not exceed 25% of the shareholders’ equity according to the latest reviewed or audited financial statements approved by the Company’s Board of Directors prior to the approval of payment of the indemnification (and not on the grant date of the undertaking of indemnity). |
| 6. |
The Company shall be allowed to indemnify any Office Holder retroactively in the broadest manner permitted pursuant to the Companies Law. |
| 6. |
The Compensation Policy in no way diminishes the validity of previous |
| 6. |
The Company shall be allowed to grant a release from liability in advance to the Company’s Office Holders in respect of a breach of a duty of care towards the Company pursuant to any law, including Office Holders of the Company who themselves are, or their relatives are, the controlling shareholder, subject to the receipt of the approvals required by law. A release from the duty of care shall not apply in relation to a decision or transaction that a controlling shareholder or any Office Holder in the Company (including another Office Holder than the Office Holder being granted the release) has a personal interest. |
|
|
|
Control principles, reporting and correction of deviations
|
|
|
|
|
|
|
|
|
|
|
| C - 3 |
|
1.
|
Definitions and Interpretation
|
C - 3
|
|
2.
|
Public Company
|
C - 5
|
|
3.
|
The Purpose of the Company
|
C - 5
|
|
4.
|
The Objectives of the Company
|
C - 5
|
|
5.
|
Limited Liability
|
C - 5
|
| C - 6 |
|
6.
|
Share Capital
|
C - 6
|
|
7.
|
The Issuance of Shares and Other Equity Securities
|
C - 6
|
|
8.
|
Calls for Payment
|
C - 7
|
|
9.
|
The Shareholder Registers of the Company and the Issuance of Share Certificates
|
C - 8
|
|
10.
|
Transfer of Shares of the Company
|
C - 9
|
|
10A.
|
Limitations on Transfer of Shares
|
C - 11
|
|
10B.
|
Required Minimum Holdings | C - 13 |
|
11.
|
Bearer Share Certificate
|
C - 13
|
|
12.
|
Pledge of Shares
|
C - 13
|
|
13.
|
Changes in the Share Capital
|
C - 14
|
| C - 16 |
|
14.
|
The Authority of the General Meeting
|
C - 16
|
|
15.
|
Kinds of General Meetings
|
C - 17
|
|
16.
|
The Holding of General Meetings
|
C - 18
|
|
17.
|
The Agenda of General Meetings
|
C - 19
|
|
18.
|
Discussions in General Meetings
|
C - 20
|
|
19.
|
Voting of the Shareholders
|
C - 21
|
|
20.
|
The Appointment of a Proxy
|
C - 24
|
|
21.
|
Deed of Vote, Voting Via the Internet
|
C - 25 |
| C - 26 |
|
22.
|
The Authority of the Board of Directors
|
C - 26 |
|
23.
|
The Appointment of Directors and the Termination of Their Office
|
C - 27
|
|
24.
|
Actions of Directors
|
C - 32
|
|
25.
|
Committees of the Board of Directors
|
C - 34 |
|
25A.
|
Committee for Security Matters
|
C - 35
|
|
25B.
|
Approval of Certain Related Party Transactions
|
C - 37
|
|
26.
|
Chairman of the Board of Directors
|
C - 37
|
| C - 38 | ||
|
27.
|
The General Manager
|
C - 38 |
|
28.
|
The Corporate Secretary, Internal Controller and Other Office Holders of the Company
|
C - 41 |
|
29.
|
The Auditor
|
C - 41 |
| C - 42 |
|
30.
|
Permitted Distributions
|
C - 42
|
|
31.
|
Dividends and Bonus Shares
|
C - 43
|
|
32.
|
The Acquisition of Shares
|
C - 46
|
| C - 47 |
|
33.
|
Insurance of Office Holders
|
C - 47
|
|
34.
|
Indemnification of Office Holders
|
C - 48
|
|
35.
|
Release of Office Holders
|
C - 49
|
|
35A.
|
Certain Legal Amendments
|
C - 50
|
| C - 50 |
|
36.
|
Liquidation
|
C - 50
|
|
37.
|
Reorganization
|
C - 51 |
| C - 51 |
|
38.
|
Notices
|
C - 51
|
| C - 52 |
|
39.
|
Intentionally Deleted
|
C - 52
|
|
40.
|
Intentionally Deleted
|
C - 52
|
|
41.
|
Intentionally Deleted
|
C - 52
|
|
42.
|
Intentionally Deleted
|
C - 52
|
| C - 52 |
|
43.
|
Compliance
|
C - 52
|
|
44.
|
Limitations on Ownership and Control
|
C - 53 |
|
45.
|
Cross Ownership and Control
|
C - 57
|
| 1. |
Definitions and Interpretation
|
| 1.1. |
The following terms in these Articles of Association bear the meaning appearing alongside them below:
|
|
Articles of Association
|
The Articles of Association of the Company, as set forth herein or as amended, whether explicitly or pursuant to any Law.
|
|
Business Day
|
Sunday to Thursday, inclusive, with the exception of holidays and official days of rest in the State of Israel.
|
|
Companies Law
|
The Companies Law, 1999, as amended.
|
|
Companies Ordinance
|
The Companies Ordinance [New Version], 1983, as amended.
|
|
Companies Regulations
Company
|
Regulations issued pursuant to the Companies Ordinance or Companies Law.
Partner Communications Company Ltd.
|
|
Deed of Authorization
|
As specified in Article 20 of these Articles.
|
|
Director
|
A Director of the Company in accordance with the definition in Section 1 of the Companies Law, including an Alternate Director or an empowered representative.
|
|
Document
|
A printout and any other form of written or printed words, including documents transmitted in writing, via facsimile, telegram, telex, e–mail, on a computer or through any other
electronic instrumentation, producing or allowing the production of a copy and/or an output of a document.
|
| Founding Shareholder |
A “founding shareholder or its substitute” as defined in Section21.8 of the License.
|
|
|
|
|
Financial Statements
|
The balance sheet, profit and loss statement, statement of changes in the share capital and cash flow statements, including the notes attached to them.
|
|
Law
|
The provisions of any law (“din”) as defined in the Interpretation Law, 1981.
|
|
License
|
The Company’s General License for the Provision of Mobile Radio Telephone Services using the Cellular Method in Israel dated April 7, 1998, and the permit issued by the Ministry
of Communications dated April 7, 1998, as amended.
|
|
Linkage
|
Payments with respect to changes in the Israeli consumer price index or the representative exchange rate of NIS vis-a-vis the U.S. dollar, as published by the Bank of Israel, or
any other rate which replaces such rate.
|
|
Minimum Founding Shareholders Holding
|
The minimum shareholding in the Company required to be held by Founding Shareholders pursuant to Section 22A.1 of the License.
|
|
|
|
|
NIS
|
New Israeli Shekel
|
|
Office
Office Holder
|
The registered office of the Company.
An office holder of the Company in accordance with the definition of "nose misra" in Section 1 of the Companies Law.
|
|
Ordinary Majority
|
A simple majority of the shareholders who are entitled to vote and who voted in a General Meeting in person, by means of a proxy or by means of a deed of voting.
|
|
|
|
|
Record Date
|
The date on which a shareholder must be registered as a Shareholder in the Shareholders Register in order to receive the right to participate in and vote at an upcoming general
meeting of Shareholders.
|
|
Securities
|
Shares, bonds, capital notes or securities negotiable into shares and certificates, conferring a right in such securities, or other securities issued by the Company.
|
|
Securities Law
|
The Securities Law, 1968, as amended.
|
|
Securities Regulations
|
Regulations issued pursuant to the Securities Law.
|
|
Shares
|
shares in the share capital of the Company.
|
|
Shareholder
|
Anyone registered as a shareholder in the Shareholder Register of the Company and any other shareholder of the Company.
|
|
Shareholders Register
|
the Company’s Shareholders Register.
|
|
Special Majority
|
A majority of at least three quarters of the votes of shareholders who are entitled to vote and who voted in a general meeting, in person, by means of a proxy or by means of a
deed of voting.
|
| 1.2. |
The provisions of Sections 3 through 10 of the Interpretation Law, 1981, shall also apply to the interpretation of these Articles of Association, mutatis mutandis, unless the context otherwise requires.
|
| 1.3. |
Except as otherwise provided in this Article, each word and expression in these Articles of Association shall have the meaning given to it in accordance with the Companies Law, and to the extent that no meaning is attached to
it in the Companies Law, the meaning given to it in the Companies Regulations, and if they lack reference thereto, as stated, the meaning given to it in the Securities Law or Securities Regulations, and in the absence of any
meaning, as stated, the meaning given to it in another Law, unless it contradicts the relevant provision or its contents.
|
| 2. |
Public Company
|
| 3. |
The Purpose of the Company
|
| 4. |
The Objectives of the Company
|
| 5. |
Limited Liability
|
| 6. |
Share Capital
|
| 6.1. |
The authorized share capital of the Company is NIS 2,350,000, divided into 235,000,000 ordinary shares at a par value of NIS 0.01 each (hereinafter: the “Ordinary Shares”).
|
| 6.2. |
Each Ordinary Share shall confer upon its holder the right to receive notices of, and to attend and vote in, general meetings, and to one vote for each Ordinary Share held by him.
|
| 6.3. |
Each class of Shares shall also confer equal rights to each holder in the class with respect to the amounts of equity which were paid or credited as paid with respect to their par value, in all matters pertaining to
dividends, the distribution of bonus shares and any other distribution, return of capital and participation in the distribution of the balance of the assets of the Company upon liquidation.
|
| 6.4. |
The provisions of these Articles of Association with respect to Shares, shall also apply to other Securities issued by the Company, mutatis mutandis.
|
| 7. |
The Issuance of Shares and Other Securities
|
| 7.1. |
The Board of Directors of the Company may issue Shares and other equity Securities of the Company, up to the limit of the registered share capital of the Company. In the event that the share capital of the Company includes
several classes of Shares and other equity Securities, no shares and other equity Securities shall be issued above the limit of the registered share capital for its class.
|
| 7.2. |
The Board of Directors of the Company may issue redeemable Securities, having such rights and subject to such conditions as will be determined by the Board of Directors.
|
| 7.3. |
Subject to the provisions of these Articles of Association, the Board of Directors may allot Shares and other Securities according to such stipulations and conditions, at par value or by way of a premium, as it deems fit.
|
| 7.4. |
The Board of Directors may decide on the issuance of a series of bonds or other debt securities within the framework of its authority or to take a loan on behalf of the Company and within the limits of the same authority.
|
| 7.5. |
The Shareholders of the Company at any given time shall not have any preemption right or priority or any other right whatsoever with respect to the acquisition of Securities of the Company. The Board of Directors, in its sole
discretion, may decide to offer Securities of the Company first to existing Shareholders or to any one or more of them.
|
| 7.6. |
The Company is entitled to pay a commission (including underwriting fees) to any person, in consideration for underwriting services, or the marketing or distribution of Securities of the Company, whether reserved or
unreserved, as determined by the Board of Directors. Payments, as stated in this Article, may be paid in cash or in Securities of the Company, or partly in one manner and partly in another manner.
|
| 8. |
Calls of Payment
|
| 8.1. |
In the event that according to the terms of a Share allotment, there is no fixed date for the payment of any part of the price that is to be paid for the Shares, the Board of Directors may issue from time to time calls of
payment to the Shareholders with respect to the moneys which were not yet paid by them in relation to the Shares (hereinafter: “Calls of Payment” or a “Call
of Payment”, as the case may be).
|
| 8.2. |
A Call of Payment shall set a date, which will not be earlier than thirty days from the date of the notice, by which the amount indicated in the Call of Payment must be paid, together with interest, Linkage and expenses
incurred in consequence of the non–payment, according to the rates and amounts set by the Board of Directors. The notice shall further specify that in the event of a failure to pay within the date fixed, the Shares in respect of
which payment or the rate is required may be forfeited. In the event that a Shareholder fails to meet any of its obligations, under a Call of Payment, the Share in respect of which said notice was issued pursuant to the
resolution of the Board of Directors may be forfeited at any time thereafter. The forfeiture of Shares shall include the forfeiture of all the dividends on same Shares which were not paid prior to the forfeiture, even if such
dividends were declared.
|
| 8.3. |
Any amount, which according to the terms of a Share allotment, must be paid at the time of issuance or at a fixed date, whether at the par value of the Share or at a premium, shall be deemed for the purposes of these Articles
of Association to be combined in a duly issued Call of Payment. In the event of non-payment of any such amount, all the provisions of these Articles of Association shall apply with respect to such an amount, as if a proper Call
of Payment has been made and an appropriate notice thereof was given.
|
| 8.4. |
The Board of Directors, acting reasonably and in good faith, may differentiate among Shareholders with respect to amounts of Calls of Payment and/or their payment time.
|
| 8.5. |
The joint holders of Shares shall be liable, jointly and severally, for the payment of Calls of Payment in respect of such Shares.
|
| 8.6. |
Any payment for Shares shall be credited, pro rata, according to the par value of and according to the premium on such Shares.
|
| 8.7. |
A Call of Payment may be cancelled or deferred to another date, as may be decided by the Board of Directors. The Board of Directors may waive any interest, Linkage and expenses or any part of them.
|
| 8.8. |
The Board of Directors may receive from a Shareholder any payments for his Shares, in addition to the amount of any Call of Payment, and the Board of Directors may pay to the same Shareholder interest on amounts which were
paid in advance, as stated above, or on same part of them, in excess of the amount of the Call of Payment, or to make any other arrangement with him which may compensate him for the advancement of the payment.
|
| 8.9. |
A Shareholder shall not be entitled to a dividend or to his other rights as a Shareholder, unless he has fully paid the amounts specified in the Calls of Payment issued to him, together with interest, Linkage and expenses, if
any, unless otherwise determined by the Board of Directors.
|
| 8.10. |
The Board of Directors is entitled to sell, re-allot or transfer in any other manner any Share which was forfeited, in the manner it decides, with or without any amount paid on the Share or deemed as paid on it.
|
| 8.11. |
The Board of Directors is entitled at all times prior to the sale, reallotment or transfer of the forfeited Share to cancel the forfeiture on the conditions it may decide.
|
| 8.12. |
A person whose Shares have been forfeited shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which, up until the date of forfeiture, were due and payable by him to the Company in respect of
the Shares, including interest, Linkage and expenses up until the actual payment date in the same manner as if the Shares were not forfeited, and shall be compelled to fulfill all the requirements and claims which the Company
was entitled to enforce with respect to the Shares up until the forfeiture date, without any decrease or discount for the value of the Shares at the time of forfeiture. His liability shall cease only if and when the Company
receives the full payment set at the time of allotment of the Shares.
|
| 8.13. |
The Board of Directors may collect any Calls of Payment which were not paid on the forfeited Shares or any part of them, as it deems fit, but it is not obligated to do so.
|
| 8.14. |
The forfeiture of a Share shall cause, as of the time of forfeiture, the cancellation of all rights in the Company and of any claim or demand against the Company with respect to that Share, and of other rights and
obligations of the Shareholder in respect of the Company, save as otherwise provided by Law.
|
| 9. |
The Shareholder Registers of the Company and the Issuance of Share Certificates
|
| 9.1. |
The Company shall maintain a Shareholder Register and a Register of Significant Shareholders, together with a notation of any Exceptional Holdings in accordance with the provisions set forth in Article 10A below, to be
administered by the corporate secretary of the Company, subject to the oversight of the Board of Directors.
|
| 9.2. |
A Shareholder registered in the Shareholders Register is entitled to receive from the Company, free of charge, within two months after an allotment or the registration of a transfer (unless the conditions of the allotment fix
a different period) one or several certificates with respect to all the Shares of a certain class registered in his favor, which certificate must specify the number of the Shares, the class of the Shares and the amount paid for
them and also any other detail deemed important by the Board of Directors. In the event a Share is held jointly, the Company shall not be obligated to issue more than one certificate for all the joint holders, and the delivery
of such a certificate to any of the joint holders shall be viewed as if it was delivered to all of them.
|
| 9.3. |
Each and every Share certificate shall be stamped with the seal or the stamp of the Company or bear the Company’s printed name, and shall also bear the signature of one Director and of the corporate secretary of the Company,
or of two Directors or of any other person appointed by the Board of Directors for this purpose.
|
| 9.4. |
The Company is entitled to issue a new Share certificate in place of an issued Share certificate which was lost or spoiled or corrupted, following evidence thereto and guarantees and indemnities, as may be required by the
Company and the payment of an amount determined by the Board of Directors.
|
| 9.5. |
Where two people or more are registered as joint holders of Shares, each of them is entitled to acknowledge the receipt of a dividend or other payments in connection with such jointly held Shares, and such acknowledgement of
any one of them shall be good discharge of the Company’s obligation to pay such dividend or other payments.
|
| 10. |
Transfer of Shares
|
| 10.1. |
The Shares are transferable. The transfer of Shares shall not be registered unless the Company receives a deed of transfer (hereinafter: “Deed of Transfer”) or other proper Document or
instrument of transfer. A Deed of Transfer shall be drawn up in the following manner or in any substantially similar manner or in any other manner approved by the Board of Directors.
|
| 10.2. |
The transfer of Shares which are not fully paid, or Shares on which the Company has a lien or pledge, shall have no validity unless approved by the Board of Directors, which may, in its absolute discretion and without giving
any reasoning thereto, decline the registration of such a transfer. The Board of Directors may deny a transfer of Shares as aforesaid and may also impose as a condition on the transfer of Shares as aforesaid an undertaking by
the transferee to meet the obligations of the transferor with respect to the Shares or the obligations for which the Company has a lien or pledge on the Shares, signed by the transferee together with the signature of a witness,
authenticating the signature of the transferee.
|
| 10.3. |
The transfer of a fraction of a Share shall lack validity.
|
| 10.4. |
A transferor of Shares shall continue to be regarded as the holder of the transferred Shares, until the name of the transferee of the Shares is registered in the Shareholder Register of the Company.
|
| 10.5. |
A Deed of Transfer shall be filed with the Company’s office for registration, together with the Share Certificates for the Shares which are to be transferred (if such are issued) and also any other evidence which the Company
may require with respect to the proprietary right of the transferor or with respect to his right to transfer the Shares. Deeds of Transfer which are registered shall remain with the Company. The Company is not obligated to
retain the Deeds of Transfer and the Share Certificates, which may be cancelled, after the completion of a seven-year period from the registration of the transfer.
|
| 10.6. |
A joint Shareholder may transfer his right in a Share. In the event the transferring Shareholder does not hold the relevant Share Certificate, the transferor shall not be obligated to attach the Share Certificate to the Deed
of Transfer, so long as the Deed of Transfer shall indicate that the transferor does not hold the Share Certificate, that the right he has in the Shares therein is being transferred, and that the transferred Share is held
jointly with others, together with their details.
|
| 10.7. |
The Company may require payment of a fee for the registration of the transfer, at an amount or a rate determined by the Board of Directors from time to time.
|
| 10.8. |
The Board of Directors may close the Shareholder Register for a period of up to thirty days in each calendar year.
|
| 10.9. |
Subject to Article 10.10, upon the death of a Shareholder registered in the Shareholders Register, the Company shall recognize the custodians or administrators of the estate or executors of the will, and in the absence of
such, the lawful heirs of such Shareholder, as the only holders of the right for the Shares of the deceased Shareholder, after receipt of evidence to the entitlement thereto, as determined by the Board of Directors.
|
| 10.10. |
In the event that a deceased Shareholder registered in the Shareholders Register held Shares jointly with others, the Company shall acknowledge each survivor as a joint Shareholder with respect to said Shares, unless all the
joint holders in the Share notify the Company in writing, prior to the death of any of them, of their will that the provisions of this Article shall not apply to them. The foregoing shall not release the estate of such joint
Shareholder of any obligation in relation to a Share which is held jointly.
|
| 10.11. |
A person acquiring a right in Shares in consequence of being a custodian, administrator of the estate, the heir of a Shareholder registered in the Shareholders Register, a receiver, liquidator or a trustee in a bankruptcy of
a Shareholder registered in the Shareholders Register or according to another provision of the Law, is entitled, after providing evidence to his right, to the satisfaction of the Board of Directors, to be registered as the
Shareholder or to transfer such Shares to another person, subject to the provisions of these Articles of Association with respect to transfers.
|
| 10.12. |
A person becoming entitled to a Share because of the death of a Shareholder registered in the Shareholders Register shall be entitled to receive, and to give receipts for, dividends or other payments paid or distributions
made, with respect to the Share, but shall not be entitled to receive notices with respect to General Meetings of the Company or to participate or vote therein with respect to that Share, or to exercise any other right of such
Shareholder, until he has been registered in the Shareholder Register as the holder of that Share.
|
| 10.13. |
Intentionally Deleted
|
| 10A. |
Limitations on Transfer of Shares
|
| 10A.1. |
Exceptional Holdings shall be registered in the Register of Members (Shareholder Register) together with a notation that such holdings have been classified as “Exceptional Holdings”, immediately upon the Company’s learning of
such matter. Notice of such registration shall be sent by the Company to the registered holder of the Exceptional Holding and to the Minister of Communications.
|
| 10A.2. |
Exceptional Holdings, registered in the manner set forth in Article 10A.1, shall not entitle the holder to any rights in respect to his holdings, and such holdings shall be considered “Dormant Shares” within the meaning of
Section 308 of the Companies Law, except, however, that the holder of such shares shall be entitled to receive dividends and other distributions to shareholders (including the right to participate in a rights offering calculated
on the basis of Means of Control of the Company (as defined in the License), provided, however, that such additional holdings shall be considered Exceptional Holdings). Therefore, any action taken or claim made on the basis of
a right deriving from an Exceptional Holdings shall have no effect, except for the receipt of dividends or other distribution as stated above.
|
| 10A.2.1 |
A Shareholder participating in a vote of the General Meeting will certify to the Company prior to the vote or, if the vote is by Deed of Vote, on the Deed of Vote, as to whether or not his holdings in the Company or his vote
require consent pursuant to Sections 21 and 23 to the License; in the event the shareholder does not provide notification as aforesaid, he shall not vote and his vote shall not be counted.
|
| 10A.2.2 |
No Director shall be appointed, elected or removed on the basis of Exceptional Holdings. In the event a Director is appointed, elected or removed from his position as a Director as set forth above, such appointment, election
or removal shall have no effect.
|
| 10A.2.3 |
Exceptional Holdings shall have no voting rights at a General Meeting of the Company.
|
| 10A.3. |
The provisions of Article 10A shall not apply to those who were Shareholders of the Company on the eve of the first registration of the Company's Shares for trade.
|
| 10B.1. | Our License requires that Founding Shareholders hold Shares constituting at least the Minimum Founding Shareholders Holding
|
| 10B.2. |
Shares held by Founding Shareholders, to the extent such Shares constitute all or a portion of the Minimum Founding Shareholders Holding, shall be
registered directly in the name of the Founding Shareholder in the shareholder register of the Company, with a note indicating that such Shares are “Minimum Founding Shareholders Shares.”
|
| 10B.3. |
No transfer by a Founding Shareholder of Minimum Founding Shareholder Shares
|
| 11. |
Bearer Share Certificate
|
| 12. |
Pledge of Shares
|
| 12.1. |
The Company shall have a first degree pledge on, and a right to create a lien on, all Shares which are not fully paid and registered in the name of any Shareholder, and the proceeds of their sale, with respect to moneys
(which payment time is due or not) whose payment was already called or are to be paid up within a fixed time. Furthermore, the Company shall have a first degree pledge right on all the Shares (other than Shares which were fully
paid) registered in the name of any Shareholder to secure the payment of moneys which are due from him or from his property, whether with respect to his own debts or debts jointly with others. The said pledge shall also apply to
dividends, declared from time to time, with respect to these Shares.
|
| 12.2. |
For purposes of the realization of any such pledge and or lien, the Board of Directors is entitled to sell the Shares which are the subject of the pledge or lien, or any part of them, as it deems fit. No sale, as aforesaid,
shall be carried out, until the date fixed for the payment has passed and a notice in writing was transferred to same Shareholder with respect to the intention of the Company to sell them, on condition that the amounts were not
paid within fourteen days after the notice.
|
| 12.3. |
The proceeds of any such sale, after deduction for the payment of the sale expenses, shall serve for the covering of the debts or obligations of said Shareholder, and the balance (if any) shall be paid to him.
|
| 12.4. |
In the event that a sale of Shares was carried out pursuant to the realization of a pledge or a lien, pursuant to the presumptive authority conferred above, the Board of Directors is entitled to register such Shares in the
Shareholder Register in favor of the buyer, and the buyer shall not be under the obligation to examine the fitness of such actions or the manner in which the purchase price paid for such Shares was used. After the said Shares
are registered in the Shareholder Register in favor of the buyer, no person shall have the right to object to the validity of the sale.
|
| 13. |
Changes in the Share Capital
|
| 13.1. |
Increasing the Share Capital
|
| 13.2. |
Classes of Shares
|
| 13.2.1. |
So long as it was not otherwise set in the Share allotment conditions, the rights of any class may be changed pursuant to a resolution of the General Meeting of the Shareholders of each class of Shares, separately, or upon
the written consent of all the Shareholders of all classes.
|
| 13.2.2. |
The rights conferred on the holders of Shares of a certain class shall not be deemed to have been changed as a result of the creation or allotment of other Shares having identical rights, unless it was otherwise stipulated in
the allotment conditions of said Shares.
|
| 13.3. |
Amalgamation and Redivision of the Share Capital
|
| 13.3.1. |
To sell the total of all the fractional shares and to appoint a trustee for this purpose, in whose name Share Certificates representing the fractions shall be issued, who will sell them, with the proceeds received after the
deduction of commissions and expenses to be distributed to those entitled. The Board of Directors shall be entitled to decide that Shareholders who are entitled to proceeds which are below an amount determined by it, shall not
receive the proceeds of the sale of the fractional shares, and their share in the proceeds shall be distributed among the Shareholders who are entitled to proceeds, in an amount greater than the amount that was determined,
relative to the proceeds to which they are entitled;
|
| 13.3.2. |
To allot to any Shareholder, who is left with a fractional Share following the amalgamation, Shares of the class of Shares prior to the amalgamation, which are fully paid, in such a number, the amalgamation of which together
with the fractional Share shall complete a whole Share, and an allotment as stated shall be viewed as valid shortly before the amalgamation;
|
| 13.3.3. |
To determine that Shareholders shall not be entitled to receive a Share in exchange for a fractional Share resulting from the amalgamation of a half or smaller fraction of the number of Shares, whose amalgamation creates a
single Share, and they shall be entitled to receive a whole Share in exchange for a fractional Share, resulting from the amalgamation of more than a half of the number of Shares, whose amalgamation creates a whole Share.
|
| 13.4. |
Cancellation of Unissued Share Capital
|
| 13.5. |
The Division of the Share Capital
|
| 13.6. |
The provisions specified in this Article 13 shall also apply to other equity Securities of the Company, mutatis mutandis.
|
| 14. |
The Authority of the General Meeting
|
| 14.1. |
Subjects within the authority of the General Meeting
|
| 14.1.1. |
Changes in the Articles of Association, if adopted by a Special Majority.
|
| 14.1.2. |
The exercise of the authority of the Board of Directors, if resolved by a Special Majority that the Board of Directors is incapable of exercising its authority, and that the exercise of any of its authority is essential to
the orderly management of the Company.
|
| 14.1.3. |
The appointment or reappointment of the Company’s auditor, the termination or non-renewal of his service, and to the extent required by Law and not delegated to the Board of Directors, the determination of his fee.
|
| 14.1.4. |
The appointment of Directors, including external Directors.
|
| 14.1.5. |
To the extent required by the provisions of Section 255 of the Companies Law, the approval of actions and transactions with interested parties and also the approval of an action or a transaction of an Office Holder which
might constitute a breach of the duty of loyalty.
|
| 14.1.6. |
Changes in the share capital of the Company, if adopted by a Special Majority as set forth in Article 13 above.
|
| 14.1.7. |
A merger of the Company, as defined in the Companies Law.
|
| 14.1.8. |
Changes in the objectives of the Company as set forth in Article 4 above, if adopted by a Special Majority.
|
| 14.1.9. |
Changes in the name of the Company, if adopted by a Special Majority.
|
| 14.1.10. |
Liquidation, if adopted by a Special Majority.
|
| 14.1.11. |
Settlements or Arrangements pursuant to Section 350 of the Companies Law.
|
| 14.1.12. |
Any other matters which applicable Law requires to be dealt with at General Meetings of the Company.
|
| 14.2. |
The authority of the General Meeting to transfer authorities between corporate organs.
|
| 15. |
Kinds of General Meetings
|
| 15.1. |
Annual Meetings
|
| 15.1.1. |
An Annual Meeting shall be convened to discuss the following:
|
| (One) |
The Financial Statements and the Report of the Board of Directors, as of December 31st of the calendar year preceding the year of the annual meeting.
|
| (Two) |
The Report of the Board of Directors with respect to the fee paid to the Company’s auditor.
|
| 15.1.2. |
The Annual Meeting shall be convened to also adopt resolutions on the following matters:
|
| (One) |
The appointment of Directors and the termination of their office in accordance with Article 23 below.
|
| (Two) |
The appointment of an auditor or the renewal of his office, subject to the provisions of Article 29 below.
|
| 15.1.3. |
The Annual Meeting may discuss, and decide upon, any additional matter on the agenda of such meeting.
|
| 15.2. |
Extraordinary Meetings
|
| 15.3. |
Class Meetings
|
| 16. |
The Holding of General Meetings
|
| 16.1. |
The Convening of the Annual Meeting
|
| 16.2. |
The Convening of an Extraordinary Meeting
|
| 16.2.1. |
Any two Directors or a quarter of the Directors, whichever is lower; or
|
| 16.2.2. |
any one or more Shareholders, holding alone or together (i) at least 5% of the issued share capital of the Company and at least 1% of the voting rights of the Company; or (ii) at least 5% of the voting right of the Company.
|
| 16.3. |
Date of Convening an Extraordinary Meeting Upon Demand
|
| 16.4. |
Notice of Convening a General Meeting
|
| 16.5. |
Contents of the Notice
|
| 17. |
The Agenda of General Meetings
|
| 17.1. |
The agenda of the General Meeting shall be determined by the Board of Directors and shall also include issues for which an Extraordinary Meeting is being convened in accordance with Article 15.2 above, or demanded in
accordance with Article 17.2 below.
|
| 17.2. |
One or more Shareholders holding alone or in the aggregate, one percent or more of the share capital of the Company may request that the Board of Directors include an issue on the agenda of a general meeting to be convened in
the future. The Board of Directors shall incorporate such issue on the agenda of such a future general meeting, provided that the Board of Directors determines, in its discretion, such issue is suitable to be discussed in the
General Meeting of the Company.
|
| 17.3. |
The General Meeting shall only adopt resolutions on issues which are on its agenda.
|
| 17.4. |
So long as it is not otherwise prescribed by Law, the General Meeting is entitled to accept or reject a proposed resolution which is on the agenda of the General Meeting, the draft or concise description of the particulars of
which were published by the Company, including slight alterations, however, it is not entitled to take a resolution, which is materially different than the proposed resolution, unless permitted under applicable Law.
|
| 18. |
Discussions in General Meetings
|
| 18.1. |
Quorum
|
| 18.2. |
Deferral of the General Meeting in the Absence of Lawful Quorum
|
| 18.3. |
The Chairman of the General Meeting
|
| 18.4. |
Adjourned Meeting
|
| 18.4.1. |
Upon adoption of a resolution at a General Meeting at which a lawful quorum is present, the chairman may, and upon demand of the General Meeting shall, adjourn the General Meeting, the discussion or the adoption of a
resolution on an issue detailed on the Agenda, from time to time and from venue to venue, as the meeting may decide (for the purpose of this Article: an “Adjourned Meeting”).
|
| 18.4.2. |
In the event that a meeting is adjourned for more than twenty one days, a notice of the Adjourned Meeting shall be given in the same manner as the notice of the original meeting. With the exception of the aforesaid, a
Shareholder shall not be entitled to receive notice of an Adjourned Meeting or of the issues which are to be discussed in the Adjourned Meeting. The Adjourned Meeting shall only discuss issues that were on the Agenda of the
General Meeting which was adjourned with respect to which no resolution was adopted. The provisions of Articles 17.1, 17.2 and 17.3 of the Articles of Association shall apply to an Adjourned Meeting.
|
| 19. |
Voting of the Shareholders
|
| 19.1. |
Resolutions
|
| 19.2. |
Checking Majority
|
| 19.2.1. |
The checking of the majority shall be carried out by means of a count of votes, at which each Shareholder shall be entitled to vote in each case in accordance with rights fixed for such Shares, subject to Articles 10A above
and Article 44 below. A Shareholder shall be entitled to a single vote for each share he holds which is fully paid or that Calls of Payment in respect of which was fully paid.
|
| 19.2.2. |
The announcement of the chairman that a resolution in the General Meeting was adopted or rejected, whether unanimously or with a specific majority, shall be regarded as prima facie evidence thereof.
|
| 19.3. |
Written Resolutions
|
| 19.4. |
Record Date For Participation and Voting
|
| 19.5. |
A Right to Participate and Vote
|
| 19.6. |
Personal Interest in Resolutions
|
| 19.7. |
The Disqualification of Deeds of Vote and Deed of Authorization
|
| 19.7.1. |
If there is a reasonable suspicion that they are forged;
|
| 19.7.2. |
If there is a reasonable suspicion that they are falsified, or given with respect to Shares for which one or more Deeds of Vote or Deeds of Authorization have been given and not withdrawn; or
|
| 19.7.3. |
If there is no note on the Deed of Vote or Deed of Authorization as to whether or not his holding in the Company or his vote require the consent of the Minister of Communications pursuant to Sections 21 and 23 to the License.
|
| 19.7.4. |
With respect to Deeds of Vote:
|
| (One) |
If more than one choice is marked for the same resolution; or
|
| (Two) |
With respect to resolutions which require that the majority for their adoption includes a specified majority of the votes of those not having a personal interest in the approval of the resolution, where it was not marked
whether the relevant Shareholder has a personal interest or not, as aforesaid.
|
| 19.8. |
The Voting of a Person without Legal Capacity
|
| 19.9. |
The Voting of Joint Holders of a Share
|
| 19.10. |
Minutes of the General Meeting
|
| 19.10.1. |
The name of each Shareholder registered in the Shareholders Register present in person, by Deed of Vote or by proxy and the number of Shares held or represented by him;
|
| 19.10.2. |
The principal issues of the discussion, all the resolutions which were adopted or rejected at the General Meeting, and if adopted - according to what majority.
|
| 20. |
The Appointment of a Proxy
|
| 20.1. |
Voting by Means of a Proxy
|
| 20.2. |
The Draft of the Deed of Authorization
|
|
|
Date: ________
|
| To: |
Partner Communications Company Ltd.
|
| Attn.: |
Corporate Secretary
|
|
Item No.
|
Subject of the Resolution
|
Yes5
|
No
|
|
☐
|
I, the undersigned, hereby declare that either my holdings or my vote requires the consent of the Minister of Communications pursuant to Sections 21 (Transfer of Means of Control) or 23 (Prohibition of Cross-Ownership) of
the Company’s General License for the Provision of Mobile Radio Telephone Services using the Cellular Method in Israel dated April 7, 1998, as amended (the “License”).
|
|
☐
|
I, the undersigned, hereby declare that neither my holdings nor my vote, require the consent of the Minister of Communications pursuant to Sections 21 (Transfer of Means of Control) or 23 (Prohibition of
Cross-Ownership) of the License.
|
|
|
-----------------------
Signature
|
|
|
Name (print):______________
Title:_______________
|
| 20.3. |
A vote in accordance with a Deed of Authorization shall be lawful even if prior to it, the appointer died or became incapacitated or bankrupt, or if it is a corporation – was liquidated, or if he cancelled the Deed of
Authorization or transferred the Share in respect of which it was given, unless a notice in writing was received at the Office of the Company prior to the meeting with respect to the occurrence of such an event.
|
| 21. |
Deed of Vote, Voting Via the Internet
|
| 21.1. |
A Shareholder may vote in a General Meeting by means of a Deed of Vote (ktav hatba’ah) on any issue for which voting by Deed of Vote is required to be offered under applicable Law and
on any other issue for which the Board of Directors has approved voting by Deed of Vote, either generally or specifically. The form of the Deed of Vote shall be set by the corporate secretary or any one so authorized by the
Board of Directors and may include additional matters, as determined by the corporate secretary or such authorized person.
|
| 21.2. |
The Board of Directors may authorize Shareholder voting in a General Meeting via the Internet, subject to any applicable Law.
|
| 22. |
The Authority of the Board of Directors
|
| 22.1. |
The authority of the Board of Directors is as specified both in the Law and in the provisions of these Articles of Association.
|
| 22.2. |
Signature Authority and Powers of Attorney
|
| 22.2.1. |
The Board of Directors shall determine the person(s) with authority to sign for and on behalf of the Company with respect to various issues. The signature of such person(s), appointed from time to time by the Board of
Directors, whether generally or for a specific issue, whether alone or together with others, or together with the seal or the stamp of the Company or its printed name, shall bind the Company, subject to the terms and conditions
set by the Board of Directors.
|
| 22.2.2. |
The Board of Directors may set separate signature authorities with respect to different issues and different amounts.
|
| 22.3. |
The Registered Office of the Company
|
| 23. |
The Appointment of Directors and the Termination of Their Office
|
| 23.1. |
The Number of Directors
|
| 23.2. |
The Identity of a Director
|
| 23.2.1. |
A member of the Board of Directors may hold another position with the Company.
|
| 23.2.2. |
Intentionally Deleted
|
| 23.2.3. |
Without derogating from the other provisions of these Articles of Association, a member of the Board of Directors shall comply with the provisions of Article 45 below.
|
| 23.2.4. |
The Board of Directors shall include independent and/or external Directors required to comply with the applicable requirements of any Law, the Nasdaq Corporate Governance Rules and any other investment exchange on which the
securities of the Company are or may become quoted or listed. The requirements of the Companies Law applicable to an external Director (Dahatz) shall prevail over the provisions of these
Articles of Association to the extent these Articles of Associations are inconsistent with the Companies Law, and shall apply to the extent these Articles of Associations are silent.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 23.3. |
The Election of Directors and their Terms of Office
|
| 23.3.1. |
The Directors shall be elected at each Annual Meeting and shall serve in office until the close of the next Annual Meeting, unless their office becomes vacant earlier in accordance with the provisions of these Articles of
Association. Each Director of the Company shall be elected by an Ordinary Majority at the Annual Meeting; provided, however, that external Directors shall be elected in accordance with applicable law and/or any relevant stock
exchange rule applicable to the Company. The elected Directors shall commence their terms from the close of the Annual Meeting at which they are elected, unless a later date is stated in the resolution with respect to their
appointment. Election of Directors shall not be conducted by separate vote on each candidate, unless so determined by the Board of Directors.
|
| 23.3.2. |
In each Annual Meeting, the Directors that were elected in the previous Annual Meeting, and thereafter, in any Extraordinary Meeting shall be deemed to have resigned from their office. A resigning Director may be reelected.
|
| 23.3.3. |
Notwithstanding the other provisions of these Articles of Association and without derogating from Article 23.4, an Extraordinary Meeting of the Company may elect any person as a Director, to fill an office which became
vacant, or to serve as an additional member to the then existing Board of Directors, or to serve as an external Director (Dahatz) or an independent Director and also in any event in which
the number of the members of the Board of Directors is less than the minimum set in the Articles of Association provided that the maximum number of Directors permitted under Article 23.1 is not exceeded. Any Director elected in
such manner (excluding an external Director (Dahatz) shall serve in office until the coming Annual Meeting, unless his office becomes vacant earlier in accordance with the provisions of
these Articles of Association and may be reelected.
|
| 23.3.4. |
An elected external Director (Dahatz) shall commence his term from the close of the General Meeting at which he is elected, unless a later date is stated in the resolution with
respect to his appointment, and shall serve for the period in accordance with the provisions of the Companies Law, notwithstanding Article 23.3 above, unless his office becomes vacant earlier in accordance with the provisions of
the Companies Law. A General Meeting may reelect an external Director (Dahatz) for additional term(s) as permitted by the Companies Law and the Companies Regulations.
|
| 23.4. |
The election of Directors by the Board of Directors
|
| 23.5. |
Alternate Director
|
| 23.6. |
Intentionally Deleted
|
| 23.7. |
Manner of Appointment or Dismissal of an Alternate Director
|
| 23.8. |
Miscellaneous Provisions with Respect to Alternate Directors
|
| 23.8.1. |
Intentionally Deleted
|
| 23.8.2. |
Intentionally Deleted
|
| 23.8.3. |
An Alternate Director shall have all the authority of the Director for whom he is serving as an Alternate Director, with the exception of the authority to vote in meetings at which the Director is present in person.
|
| 23.8.4. |
The office of an Alternate Director shall automatically become vacant, if the office of the Director for whom he is serving as an Alternate Director becomes vacant.
|
| 23.9. |
Termination of the Term of a Director
|
| 23.9.1. |
If he resigns from his office by way of a signed letter, filed with the corporate secretary at the Company’s Office;
|
| 23.9.2. |
If he is declared bankrupt or if he reaches a settlement with his creditors within the framework of bankruptcy procedures;
|
| 23.9.3. |
If he is declared by an appropriate court to be incapacitated or convicted out of Israel as stated in Section 233(2) of the Companies Law;
|
| 23.9.4. |
Upon his death;
|
| 23.9.5. |
If he is removed from his office by way of a resolution, adopted by the General Meeting of the Company, even prior to the completion of his term of office;
|
| 23.9.6. |
At the time of giving notice of conviction of a crime, as stated in Section 232 of the Companies Law;
|
| 23.9.7. |
If his term is terminated by the Board of Directors in accordance with the provisions of Section 231 of the Companies Law;
|
| 23.9.8. |
If his term is terminated by the Board of Directors in case the Board of Directors concludes that the office of such Director is in violation to the provisions of the License or any other telecommunications license granted to
the Company or to any of its subsidiaries or to any other entity it controls;
|
| 23.9.9. |
At the time of giving notice of imposition of enforcement measures pursuant to section 232A of the Companies Law; or
|
| 23.9.10. |
At the time of giving notice pursuant to section 227A or 245A of the Companies Law.
|
| 23.10. |
The Implications on the Board of Directors of the Termination of the Term of a Director.
|
| 23.11. |
Compensation of Members of the Board of Directors
|
| 24. |
Actions of Directors
|
| 24.1. |
Convening Meetings of the Board of Directors
|
| 24.1.1. |
The chairman of the Board of Directors may convene a meeting of the Board of Directors at any time.
|
| 24.1.2. |
The chairman of the Board of Directors shall convene a meeting of the Board of Directors at least four times a year, in a manner allowing the Company to fulfill the provisions of the Law with respect to the publication of
Financial Statements and reporting to the public.
|
| 24.1.3. |
The chairman of the Board of Directors shall convene a meeting of the Board of Directors on a specific issue if requested by at least two Directors or one Director, if he is an external Director, within no more than 14 days
from the date of the request.
|
| 24.1.4. |
The chairman of the Board of Directors shall act forthwith for the convening of a meeting of the Board of Directors, within 14 days from the time that a Director in the Company has informed him of a matter related to the
Company in which there is an apparent violation of the Law or a breach of proper management of the business, or from the time that the auditor of the Company has reported to him that he had become aware of material flaws in the
accounting oversight of the Company.
|
| 24.1.5. |
In the event that a notice or a report of the General Manager requires an action of the Board of Directors, the chairman of the Board of Directors shall forthwith convene a meeting of the Board of Directors, which should be
held within 14 days from the date of the notice or the report.
|
| 24.2. |
Convening of a Meeting of the Board of Directors
|
| 24.2.1. |
Any notice with respect to a meeting of the Board of Directors may be given in writing, so long as the notice is given a reasonable time prior to the date fixed for the meeting, unless a majority of the members of the Board
of Directors or their Alternate Directors agree on a shorter time period or, in urgent matters, that no notice will be given. A notice, as stated, shall be delivered in writing or transmitted via facsimile or E-mail or through
another means of communication, to the address or facsimile number or to the E-mail address or to an address where messages can be delivered through other means of communication, as the case may be, as the Director informed the
corporate secretary, upon his appointment, or by means of a written notice to the corporate secretary thereafter.
|
| 24.2.2. |
In the event that a Director appointed an Alternate Director , the notice shall be delivered to the Alternate Director, unless the Director instructed that the notice should be delivered to him as well.
|
| 24.2.3. |
The notice shall include the venue, date and time of the meeting of the Board of Directors, arrangements with respect to the manner of management of the meeting (in cases where telecommunications are used), the details of the
issues on its agenda and any other material that the chairman of the Board of Directors requests be attached to the summoning notice with respect to the meeting.
|
| 24.3. |
The Agenda of Meetings of Board of Directors
|
| 24.3.1. |
Issues determined by the chairman of the Board of Directors.
|
| 24.3.2. |
Issues for which the meeting is convened in accordance with Article 24.1 above.
|
| 24.3.3. |
Any issue requested by a Director or by the General Manager within a reasonable time prior to the date of the meeting of the Board of Directors (taking into account the nature of the issue).
|
| 24.4. |
Quorum
|
| 24.5. |
Conducting a Meeting Through Means of Communication
|
| 24.6. |
Voting in the Board of Directors
|
| 24.7. |
Written Resolutions
|
| 24.8. |
Resolutions Approved by Means of Communications
|
| 24.9. |
The Validity of Actions of the Directors
|
| 24.10. |
Minutes of Meetings of the Board of Directors
|
| 24.10.1. |
Names of those present and participating at each meeting.
|
| 24.10.2. |
All the resolutions and particulars of the discussion of said meetings.
|
| 25. |
Committees of the Board of Directors
|
| 25.1. |
Subject to the provisions of the Companies Law, the Board of Directors may delegate its authorities or any part of them to committees, as they deem fit, and they may from time to time cancel the delegation of such an
authority. Any such committee, while utilizing an authority as stated, is obligated to fulfill all of the instructions given to it from time to time by the Board of Directors.
|
| 25.2. |
Subject to the provisions of the Companies Law, each committee of the Board of Directors shall consist of at least two Directors, which shall include at least one external Director, and it may include members who are not
Directors, with the exception of the audit committee which shall consist of at least three (3) Directors, including all of the external Directors of the Company, and the majority of members who are independent Directors ("bilti taluy") as defined in the Companies Law.
|
| 25.3. |
The provisions with respect to meetings of the Board of Directors shall apply to the meetings and discussions of each committee of the Board of Directors, with the appropriate changes, provided that no other terms are set by
the Board of Directors in this matter, and provided that the lawful quorum for the meetings of the committee, as stated, shall be at least a majority of the members of the committee, unless otherwise required by Law. The lawful
quorum for meetings of the audit committee shall be at least a majority of the members of the committee, provided, that the majority of the present Directors are independent Directors and at least one of them is an external
Director.
|
| 25.4. |
Decisions or recommendations of a committee of the Board of Directors that require approval of the Board of Directors, will be brought to the attention of the Directors a reasonable time before the Board of Directors'
discussion.
|
| 25A. |
Committee for Security Matters
|
| 25A.1. |
Notwithstanding any other provision in these Articles, the Board of Directors shall appoint from among its members who have security clearance and security compatibility to be determined by the General Security Service
(“Directors with Clearance”) a committee to be designated the “Committee for Security Matters”. The members of the Committee for Security Matters shall include at least four (4) Directors with Clearance including at least one
external Director. Subject to section 25A.2 below, security matters shall be considered only in the context of the Committee for Security Matters. Any decision of, or action by the Committee for Security Matters shall have the
same effect as if it had been made or taken by the Board of Directors. The Board of Directors shall consider a security matter only if required pursuant to section 25A.2 below, and subject to the terms of that section. For
purposes of this section 25A, “security matters” shall be defined in the same manner as defined in the Bezeq Order (Determination of Essential Service Provided by Bezeq-The Israeli Telecommunications Company Ltd.), 1997, as of
March 9, 2005.
|
| 25A.2. |
Security matters which the audit committee or Board of Directors shall be required to consider in accordance with the mandatory rules of the Companies Law or other Law applicable to the Company, shall be considered to the
extent necessary only by Directors with Clearance. Other Directors shall not be entitled to participate in meetings of the audit committee or Board of Directors dealing with security matters, or to receive information or
documents related to these matters. A quorum for these meetings shall include only Directors with Clearance.
|
| 25A.3. |
Any Office Holder of the Company who would otherwise be required to receive information or participate in meetings by virtue of his or her position or these Articles or any Law, but who is prevented from doing so by the
provisions of this Article 25A, will be released from any liability for any claim of breach of duty of care to the Company which results from her or his inability to receive information or participate in meetings, and the
Company shall indemnify any such Office Holder or other officers and hold her or him harmless to the maximum extent permitted by law for any injury or damage she or he incurs as a result of the inability to receive such
information or participate in such meetings.
|
| 25A.4. |
The shareholders at a general meeting shall not be entitled to assume, delegate, transfer or exercise any of the authorities granted to any other corporate body in the Company with respect to security matters.
|
| 25A.5. |
(1) |
The Minister of Communications shall be entitled to appoint an observer (the “Security Observer”) to all meetings of the Board of Directors and its committees. The Security Observer shall have the security clearance and
security compatibility to be determined by the General Security Service.
|
| (2) |
The Security Observer shall be an employee of the State of Israel qualified to serve as a director pursuant to Chapter C of the Government Companies Law, 1975.
|
| (3) |
In addition to any other obligations under Law, the Security Observer shall be bound to preserve the confidentiality of information relating to the Company, except as required to fulfill his responsibilities as an observer.
The Security Observer will not act as an observer or in any other position at a competitor of the Company, and will avoid a conflict between his position as an observer and the interests of the Company. The Security Observer
shall undertake not to serve as an observer or officer or director, and not serve in any other capacity or be employed, directly or indirectly, by any entity competing with the Company or in a position of conflict of interest
with the Company during the period of his service as the Security Observer and for two years after termination of such period.
|
| (4) |
Notices of meetings of the Board of Directors and its committees, including of the Committee for Security Matters, shall be delivered to the Security Observer, and he shall be entitled to participate in each such meeting.
|
| (5) |
The Security Observer shall have the same right to obtain information from the Company as that of a Director. If the Company believes that specific information requested is commercially sensitive and not required by the
Security Observer for fulfillment of his duties, the Company may delay delivery of the information upon notice to the Security Observer. If the Security Observer still believes the information is needed for his duties, the
matter shall be brought for decision to the head of the General Security Service.
|
| (6) |
If the Security Observer believes that the Company has made a decision, or is about to make a decision, in a security matter, which conflicts with a provision of the License or section 13 of the Communications Law
(Telecommunications and Broadcasting), 1982 or section 11 of the General Security Service Law, 2002, he shall promptly notify the Company in writing. Said notice shall be delivered to the chairman of the Board of Directors and
chairman of the Committee for Security Matters and shall provide an appropriate defined period of time, in light of the circumstances, in which the Company shall be required to correct the violation or change the decision, to
the extent possible.
|
| 25B. |
Approval of Certain Related Party Transactions
|
| 26. |
Chairman of the Board of Directors
|
| 26.1. |
Appointment
|
| 26.1.1. |
The Board of Directors shall choose one of its members to serve as the chairman of the Board of Directors, and shall set in the appointing resolution the term for his service.
|
| 26.1.2. |
The chairman of the Board of Directors shall serve until the earlier of (i) the date or time provided in the appointing resolution; (ii) election of a substitute chairman by the Board of Directors; (iii) resignation of the
chairman from his position as chairman; or (iv) cessation of the chairman’s service as a Director.
|
| 26.1.3. |
In the event that the chairman of the Board of Directors ceases to serve as chairman, the Board of Directors in its first meeting held thereafter shall choose one of its members to serve as a new chairman.
|
| 26.1.4. |
In the event that the chairman of the Board of Directors is absent from a meeting, the Board of Directors shall choose one of the Directors present to preside at the meeting.
|
| 26.2. |
Authority
|
| 26.2.1. |
The chairman of the Board of Directors shall preside over meetings of the Board of Directors.
|
| 26.2.2. |
In the event of a deadlock vote, the chairman of the Board of Directors shall not have an additional or casting vote.
|
| 26.2.3. |
The chairman of the Board of Directors is entitled, at all times, at his initiative or pursuant to a resolution of the Board of Directors, to require reports from the General Manager in matters pertaining to the business
affairs of the Company.
|
| 26.3. |
Reservations with Regard to Actions of the Chairman of the Board of Directors
|
| 26.3.1. |
The chairman of the Board of Directors or his Relative shall not serve as the General Manager of the Company, unless he is appointed in accordance with the provisions of Article 27.2 below.
|
| 26.3.2. |
The chairman of the Board of Directors shall not serve as a member of the audit committee.
|
| 26.3.3. |
A subordinate to the General Manager, directly or indirectly, shall not serve as chairman of the Board of Directors. A director in a company controlled by the Company may serve as chairman of the Board of Directors.
|
| 26.3.4. |
Powers of the General Manager shall not be granted to the chairman of the Board of Directors or his Relative, except in accordance with the provisions of Article 27.2 below. The chairman of the Board of Directors shall not be
granted powers granted to those who are subordinated to the General Manager, directly or indirectly.
|
| 26.3.5. |
The chairman of the Board of Directors shall not serve in another position in the Company or in a company controlled by it, but may serve as chairman of the Board of Directors or a director of a company controlled by the
Company.
|
| 27. |
The General Manager
|
| 27.1. |
The Appointment and Dismissal of the General Manager
|
| 27.1.1. |
The Board of Directors shall appoint a General Manager for a fixed period of time or for an indefinite period of time. The Board of Directors may appoint more than one General Manager.
|
| 27.1.2. |
The compensation and employment conditions of the General Manager shall require the prior approval of the compensation committee, the Board of Directors and the General Meeting of the Company, unless otherwise permitted by
the Companies Law.
|
| 27.1.3. |
The Board of Directors may from time to time remove the General Manager from his office or dismiss the General Manager and appoint another or others in his stead.
|
| 27.2. |
The Chairman of the Board of Directors as the General Manager
|
| 27.2.1. |
The General Meeting of the Company is entitled to authorize the chairman of the Board of Directors or his Relative to fulfill the position of the General Manager or to exercise his authority and to authorize the General
Manager or his Relative to fulfill the position of the chairman of the Board of Directors or to exercise his authority, so long as one of the following exists:
The majority of the votes in the General Meeting adopting such a resolution include at least two thirds of the votes of Shareholders present and entitled to vote at the meeting who are not either
the Controlling Parties in the Company as defined in the Companies Law or anyone having a Personal Interest (as defined in the Companies Law) in the approval of the resolution, who participate in the vote. “Abstain” votes
shall not be taken into account in the counting of the votes of the Shareholders.
|
| 27.2.2. |
The validity of a resolution provided in Article 27.2.1 above is restricted to periods, each not exceeding three years, from the date of the adoption of the resolution by the General Meeting. In the event that no period was
set in the resolution, the period shall be deemed to be for three years. Prior to the completion of the three year period, as aforesaid, and even after the end of this period, the General Meeting is entitled to extend the
validity of such resolution.
|
| 27.2.3. |
A resolution, as stated, may relate to the authority of the chairman of the Board of Directors, generally, or to a specific person who is serving as the chairman of the Board of Directors.
|
| 27.3. |
The Authority of the General Manager and Subordination to the Board of Directors
|
| 27.3.1. |
The General Manager is responsible for the day-to-day management of the affairs of the Company within the framework of the policy set by the Board of Directors and subject to its instructions.
|
| 27.3.2. |
The Board of Directors may instruct the General Manager on how to act with respect to a certain issue. If the General Manager fails to fulfill the instruction, the Board of Directors may exercise the required authority in
order to act in the place of the General Manager.
|
| 27.3.3. |
In the event that the General Manager is unable to exercise his authority, the Board of Directors may exercise such authority in his stead, or authorize another to exercise such authority.
|
| 27.4. |
Reporting Duties of the General Manager
|
| 27.5. |
Delegating Authority of the General Manager
|
| 28. |
The Corporate Secretary, Internal Controller and Other Office Holders of the Company
|
| 28.1. |
The Corporate Secretary
|
| 28.1.1. |
The Board of Directors is entitled to appoint a corporate secretary on terms it deems fit, joint secretaries, sub–secretaries and to determine the areas of their functions and authorities.
|
| 28.1.2. |
In the event that no corporate secretary has been appointed, the General Manager or anyone authorized by him shall fulfill the functions assigned to the corporate secretary, in accordance with any Law, to these Articles of
Association and the resolutions of the Board of Directors.
|
| 28.1.3. |
The corporate secretary shall be responsible for all documents which are kept at the Office, as stated in Section 124 of the Companies Law, and he shall manage all the registries maintained by the Company in accordance with
the Law or Companies Law.
|
| 28.2. |
Internal Controller
|
| 28.2.1. |
The internal controller of the Company shall report to the chairman of the Board of Directors.
|
| 28.2.2. |
The internal controller shall file with the Board of Directors a proposal for an annual or other periodic work plan, which shall be approved by the Board of Directors, subject to any changes it deems fit.
|
| 28.3. |
Other Office Holders of the Company
|
| 29. |
The Auditor
|
| 29.1. |
The Shareholders at the Annual Meeting shall appoint an auditor for a period until the close of the following Annual Meeting. The Annual Meeting may appoint an auditor for a period not to extend beyond the close of the third
Annual Meeting following the Annual Meeting in which he was appointed. In the event that the auditor was appointed for said period, the Annual Meeting shall not address the appointment of the auditor during said period, unless a
resolution is adopted with respect to the termination of his service.
|
| 29.2. |
The General Meeting is entitled at all times to terminate the service of the auditor or to decide not to renew it.
|
| 29.3. |
The Board of Directors shall determine the compensation of the auditor of the Company and it shall report in that respect to the Annual Meeting of the Company.
|
| 29.4. |
The Board of Directors shall set the compensation of the auditor for additional services which are not regarded as oversight activities, and it shall report in this respect at the Annual Meeting of the Company.
|
| 30. |
Permitted Distributions
|
| 30.1. |
Definitions
|
| 30.2. |
Distribution of Profits
|
| 30.3. |
Allotment for a Consideration Below the Par Value
|
| 31. |
Dividends and Bonus Shares
|
| 31.1. |
Right to Dividends or Bonus Shares
|
| 31.1.1. |
A Shareholder of the Company shall have the right to receive dividends or Bonus Shares, if the Company so decides in accordance with Article 31.2 below, consistent with the rights attaching to such Shares.
|
| 31.1.2. |
Dividends or Bonus Shares shall be distributed or allotted to those who are registered in the Shareholder Register on the date of the resolution approving the distribution or allotment or upon a later date, if another date is
determined for this purpose in same resolution (hereinafter: the “Determining Date”).
|
| 31.1.3. |
In the event that the share capital of the Company consists of Shares having various par values, dividends or Bonus Shares shall be distributed in proportion to the par value of each Share.
|
| 31.1.4. |
Subject to special rights conferred upon Shares in accordance with the conditions of their allotment, profits of the Company which the Company decides to distribute as a dividend or as Bonus Shares shall be paid in proportion
to the amount which was paid or credited on the account of the par value of the Shares, held by the Shareholder.
|
| 31.1.5. |
In the event that it was not otherwise determined in the conditions applicable to the allotment of the Shares or in a resolution of the General Meeting, all the dividends or Bonus Shares with respect to Shares, which were not
fully paid within the period in which the dividends or Bonus Shares are paid, shall be paid in proportion to the amounts which were actually paid or credited as paid on the par value of the Shares during any part of said period
(pro rata temporis).
|
| 31.2. |
Resolution of the Company with Respect to a Dividend or Bonus Shares
|
| 31.2.1. |
The Authority to Distribute Dividends or Bonus Shares
|
| 31.2.2. |
Funds
|
| 31.3. |
The Payment of Dividends
|
| 31.3.1. |
Manner of Payment
|
| 31.3.2. |
An Unclaimed Dividend
|
| 31.3.3. |
Specific Dividend
|
| 31.4. |
Manner of Capitalization of Profits and the Distribution of Bonus Shares
|
| 31.4.1. |
Subject to the provisions of Article 30 above in the event of a capitalization of profits and distribution of Bonus Shares, the undistributed profits of the Company, or premium on Shares, or funds derived from the revaluation
of the assets of the Company, or funds derived on the basis of equity from the profits of “branch companies,” or from the revaluation of assets of “branch companies” and capital redemption funds shall be capitalized and
distributed among the Shareholders entitled thereto, as per the provisions of Article 31.1 above, to be held by the shareholders as capital, and that this capital, entirely or partially, shall be used on behalf of same
Shareholders as full payment, whether according to the par value of the Shares or together with premium decided upon, for Shares to be distributed accordingly, and that this distribution or payment shall be received by same
Shareholders as full consideration for their portion of the benefit in the capitalized amount, as determined by the Board of Directors.
|
| 31.4.2. |
The Company, in the resolution with respect to the distribution of Bonus Shares, is entitled in accordance with the recommendation of the Board of Directors, to decide that the Company shall transfer to a special fund,
designated for the future distribution of Bonus Shares, an amount the capitalization of which shall be sufficient in order to allot to anyone having at such time a right to acquire Shares of the Company (including a right which
can be exercised only upon a later date), Bonus Shares at the par value which would have been due to him had he exercised the right to acquire the Shares shortly before the Determining Date, at the price of the right in effect
at such time. In the event that after the Determining Date, the holder of said right shall exercise his right to acquire the Shares or any part of them, the Board of Directors shall allot to him fully paid Bonus Shares at such
par value and of such class, which would have been due to him had he exercised shortly before the Determining Date the right to acquire those Shares he actually acquired, by way of an appropriate capitalization made by the Board
of Directors out of the special fund, as aforesaid. For the purpose of the determination of the par value of the Bonus Shares which are to be distributed, any amount transferred to the special fund, with respect to a previous
distribution of previous Bonus Shares shall be viewed as if it had already been capitalized and that Shares entitling the holders to the right to acquire Shares of the Company were already allotted as Bonus Shares.
|
| 31.4.3. |
Upon the distribution of Bonus Shares, each Shareholder of the Company shall receive Shares of a uniform class or of the class which confers on its holder the right to receive the Bonus Shares, as determined by the Board of
Directors.
|
| 31.4.4. |
For purposes of carrying out any resolution pursuant to the provisions of Article 30, the Board of Directors may settle, as it deems fit, any difficulty arising with regard to the distribution of Bonus Shares, and, in
particular, to issue certificates for fractions of Shares and sell such fractions of Shares, in order to pay their consideration to those entitled thereto, and also to set the value for the distribution of certain assets and to
decide that cash payments shall be paid to the Shareholders on the basis of the value determined in such a way, or that fractions whose value is less than NIS 0.01 shall not be taken into account, pursuant to the adjustment of
the rights of all parties. The Board of Directors may pay cash or convey these certain assets to trustees in trust in favor of those people who are entitled to a dividend or to a capitalized fund, as the Board of Directors shall
deem beneficial.
|
| 32. |
Acquisition of Shares
|
| 32.1. |
The Company is entitled to acquire or to finance an acquisition, directly or indirectly, of Shares of the Company or securities convertible into Shares of the Company or which could be exercised into Shares of the Company,
including incurring an obligation to take any of these actions, subject to the fulfillment of the conditions of a permissible distribution, as stated in Article 30 above.
|
| 32.2. |
In the event that the Company acquired any of its Shares, such a Share shall become a dormant Share, and shall not confer any rights, so long as it is owned by the Company.
|
| 32.3. |
A subsidiary or another company under the control of the Company is entitled to acquire Shares of the Company or securities convertible into Shares of the Company or which can be exercised into Shares of the Company,
including an obligation to take any of these actions, to the same extent the Company may make a distribution, so long as the board of directors of the subsidiary or the managers of the acquiring company have determined that had
the acquisition of the Shares or convertible securities been carried out by the Company it would have been regarded as a permissible distribution, as specified in Article 30 above. Notwithstanding the foregoing, an acquisition
by a subsidiary or by another company under the control of the Company, which is not fully-owned by the Company, will be considered a distribution of an amount equal to the product of the amount acquired multiplied by the
percentage of the rights in the capital of the subsidiary or in the capital of said company which is held by the Company.
|
| 32.4. |
In the event that a Share of the Company is acquired by a subsidiary or by a corporation in the control of the Company, the Share shall not confer any voting rights, for so long as said Share is held by the subsidiary or by
said controlled corporation.
|
| 33. |
Insurance of Office Holders
|
| 33.1. |
The Company may insure the liability of an Office Holder in the Company, to the fullest extent permitted by Law.
|
| 33.2. |
Without derogating from the aforesaid, the Company may enter into an insurance contract and/or arrange and pay all premiums in respect of an insurance contract, for the insurance of the liability of an Office Holder in the
Company, resulting directly or indirectly from an action or inaction by him (or together with other Office Holders or other officers of the Company) in his capacity as an Office Holder in the Company, for any of the following:
|
| 33.2.1. |
The breach of the duty of care toward the Company or toward any other person;
|
| 33.2.2. |
The breach of the duty of loyalty toward the Company provided the Office Holder has acted in good faith and had reasonable grounds to assume that the action would not harm the Company; and
|
| 33.2.3. |
A financial liability imposed on him in favor of another person.
|
| 33.2.4. |
Any other matter in respect of which it is permitted or will be permitted under Law to insure the liability of an Office Holder in the Company.
|
| 33.2.5 |
A payment which the Office Holder is obligated to pay to an injured party as set forth in Section 52.54(a)(1)(a) of the Securities Law and expenses that the Office Holder incurred in connection with a proceeding under
Chapters H3, H4 or I1 of the Securities Law, or under Chapter 4 of Part 9 of the Companies Law, in connection with any affairs, including reasonable legal expenses, which term includes attorney fees.
|
| 33.2.6 |
Expenses, including reasonable legal expenses fees, including attorney fees, incurred by the Office Holder with respect to a proceeding in accordance with the Restrictive Trade Practices Law- 1988 ("Restrictive Trade
Practices Law").
|
| 34. |
Indemnification of Office Holders
|
| 34.1. |
The Company may indemnify an Office Holder in the Company to the fullest extent permitted by Law. Without derogating from the aforesaid, the Company may indemnify an Office Holder in the Company as specified in Articles 34.2
through 34.4 below.
|
| 34.2. |
Indemnification
|
| 34.2.1. |
Any financial liability he incurs or is imposed on him in favor of another person in accordance with a judgment, including a judgment given in a settlement or a judgment of an arbitrator, approved by an authorized court.
|
| 34.2.2. |
Reasonable legal expenses, including attorney fees, incurred by the Office Holder or which he was ordered to pay by an authorized court, in the context of a proceeding filed against him by the Company or on its behalf or by a
third party, or in a criminal proceeding in which he was acquitted, or in a criminal proceeding in which he was convicted of an offense which does not require criminal intent.
|
| 34.2.3. |
Reasonable legal expenses, including attorney fees, incurred by the Office Holder due to such investigation or proceeding conducted against him by an authority authorized to conduct an investigation or proceeding, and which
was ended without filing an indictment against him and without the imposition of a financial liability as a substitute for a criminal proceeding, or that was ended without filing an indictment against him but for which he was
subject to a financial liability as a substitute for a criminal proceeding relating to an offense which does not require criminal intent, within the meaning of the relevant terms under the Law, or in connection with a financial
sanction ("itzum caspi").
|
| 34.2.4. |
Any other liability or expense in respect of which it is permitted or will be permitted under Law to indemnify an Office Holder in the Company.
|
| 34.2.5. |
A payment which the Office Holder is obligated to pay to an injured party as set forth in Section 52.54(a)(1)(a) of the Securities Law and expenses that the Office Holder incurred in connection with a proceeding under
Chapters H3, H4 or I1 of the Securities Law, or under Chapter 4 of Part 9 of the Companies Law, in connection with any affairs, including reasonable legal expenses, which term includes attorney fees.
|
| 34.2.6. |
Expenses, including reasonable legal fees, including attorney fees, incurred by the Office Holder with respect to a proceeding in accordance with the Restrictive Trade Practices Law.
|
| 34.3. |
Indemnification in Advance
|
| 34.3.1. |
Matters as detailed in Article 34.2.1; provided, however, that the undertaking to indemnify is restricted to events which in the opinion of the Board of Directors are anticipated in light of the Company’s activities at the
time of granting the obligation to indemnify, and is limited to a sum or measurement determined by the Board of Directors to be reasonable in the circumstances. The aggregate indemnification amount payable by the Company to all
indemnified persons, pursuant to all letters of indemnification issued to them by the Company on or after October 17, 2013, which indemnification letters include a maximum indemnity amount substantially similar to the maximum
indemnity amount in this article 34.3.1, in respect of any occurrence of an event specified in the appendix to the pertinent indemnification letter, shall not exceed 25% of shareholders’ equity (according to the latest reviewed
or audited financial statements approved by the Company’s Board of Directors prior to approval of the indemnification payment). The undertaking to indemnify shall specify the events that, in the opinion of the Board of Directors
are expected in light of the Company’s actual activity at the time of grant of the indemnification and the sum or measurement which the Board of Directors determined to be reasonable under the circumstances.
|
| 34.3.2. |
Matters as detailed in Article 34.2.2 to 34.2.5 (inclusive).
|
| 34.3.3. |
Any other matter permitted by Law.
|
| 34.4. |
Indemnification after the Fact
|
| 35. |
Release of Office Holders
|
| 35.1. |
The Company shall not release an Office Holder from his liability for a breach of the duty of care toward the Company, other than in accordance with the provisions of this Article.
|
| 35.2. |
The Company may release an Office Holder in the Company, in advance, from his liability, entirely or partially, for damage in consequence of the breach of the duty of care toward the Company in accordance with any law,
including Office Holders that are controlling shareholders or their relatives, subject to the receipt of the appprovals in accordance with any law. Said release will not apply to a resolution or transaction in which the
controlling shareholder or any Office Holder in the Company (including other Office Holders than the Office Holder being granted the release) has a personal interest.
|
| 35.3. |
Notwithstanding the foregoing, the Company may not release an Office Holder from his liability, resulting from any of the following events:
|
| 35.3.1. |
The breach of the duty of loyalty toward the Company;
|
| 35.3.2. |
The breach of the duty of care made intentionally or recklessly (“pezizut”), other than if made only by negligence;
|
| 35.3.3. |
An act intended to unlawfully yield a personal profit;
|
| 35.3.4. |
A fine ("knass"), a civil fine ("knass ezrahi"), a financial sanction ("itzum caspi") or a penalty ("kofer") imposed on him; and
|
| 35.3.5. |
The breach of the duty of care in a Distribution ("haluka").
|
| 35A. |
Certain Legal Amendments
|
| 36. |
Liquidation
|
| 36.1. |
In the event that the Company is liquidated, whether voluntarily or otherwise, the liquidator, upon the approval of an Extraordinary Meeting, may make a distribution in kind to the Shareholders of all or part of the property
of the Company, and he may with a similar approval of the General Meeting, deposit any part of the property of the Company with trustees in favor of the Shareholders, as the liquidator with the aforementioned approval, deems
fit.
|
| 36.2. |
The Shares of the Company shall confer equal rights among them with respect to capital amounts which were paid or which were credited as paid on the par value of the Shares, in all matters pertaining to the refund of the
capital and to the participation in the distribution of the balance of the assets of the Company in liquidation.
|
| 37. |
Reorganization
|
| 37.1. |
Upon the sale of the property of the Company, the Board of Directors or the liquidators (in case of a liquidation), if they are so authorized by a resolution of the General Meeting of the Company adopted with a Special
Majority, may receive fully or partially paid up Shares, bonds or securities of another company, either Israeli or foreign, whether incorporated or which is about to incorporated for the purpose of acquiring property of the
Company, or any part thereof, and the Directors (if the profits of the Company allow for it) or the liquidators (in case of a liquidation) may distribute among the Shareholders the Shares or the securities mentioned above or any
other property of the Company without selling them or depositing them with trustees on behalf of the Shareholders.
|
| 37.2. |
The General Meeting may, pursuant to a resolution adopted by a Special Majority, decide on the valuation of the securities or of the aforementioned property at a price and in the same manner as it deems appropriate and all
the Shareholders shall be obligated to accept any valuation or distribution, authorized in accordance with the foregoing and to waive their rights in this matter, unless the Company is about to liquidate or is in a liquidation
process, of same lawful rights (if any) which according to the provisions of the Law should not be altered or denied.
|
| 38. |
Notices
|
| 38.1. |
A notice or other document may be sent by the Company to any Shareholder appearing in the Shareholder Register of the Company either personally or by way of sending by registered mail, at the registered address of the
Shareholder in the Shareholder Register, or at such address as such Shareholder shall have provided in writing to the Company as the address for the delivery of notices.
|
| 38.2. |
All the notices to be given to Shareholders registered in the Shareholders Register, shall, in respect of Shares held jointly, be given to the person whose name is mentioned first in the Shareholder Register, and any notice
given in such a manner shall be viewed as a sufficient notice to all such joint Shareholders.
|
| 38.3. |
Any Shareholder registered in the Shareholder Register, with an address, whether in Israel or overseas, is entitled to receive, at such address, any notice he is entitled to receive in accordance with the Articles of
Association or according to the provisions of the Law. Unless otherwise stated above, no person who is not registered in the Shareholder Register shall be entitled to receive any notices from the Company.
|
| 38.4. |
Any notice or other document which is sent to a Shareholder in accordance with these Articles of Association shall be considered lawfully sent with respect to all the Shares held by him (whether with respect to Shares held by
him alone or held by him jointly with others) even if same Shareholder had died by that time or had become bankrupt or had received an order for its liquidation or if a trustee or a liquidator or a receiver was appointed with
respect to his Shares (whether the Company was aware of it or not) until another person is registered in the Shareholder Register in his stead, as the holder thereof. The sending of a notice or other document, as aforesaid,
shall be viewed as a sufficient sending to any person having a right in these Shares.
|
| 38.5. |
Any notice or other document which was sent by the Company via registered mail, to an address in Israel, shall be considered sent within 72 hours from its posting at the post office. In order to prove sufficient sending, it
is enough to show that the letter containing the notice or the document was addressed to the correct address and was posted at the post office.
|
| 38.6. |
Any accidental omission with respect to the giving of a notice of a General Meeting to any Shareholder or the non-receipt of a notice with respect to a meeting or any other notice on the part of whatever Shareholder shall not
cause the cancellation of a resolution taken at that meeting, or the cancellation of processes based on such notice.
|
| 38.7. |
Any Shareholder and any member of the Board of Directors may waive his right to receive notices or waive his right to receive notices during a specific time period or in general and he may consent that a General Meeting of
the Company or a meeting of the Board of Directors, as the case may be, shall be convened and held notwithstanding the fact that he did not receive a notice with respect to it, or notwithstanding the fact that the notice was not
received by him within the required time, in each case subject to the provisions of any Law prohibiting any such waiver or consent.
|
| 39. |
Intentionally Deleted
|
| 40. |
Intentionally Deleted
|
| 41. |
Intentionally Deleted
|
| 42. |
Intentionally Deleted
|
| 43. |
Compliance
|
| 44. |
Limitations on Ownership and Control
|
| 44.1. |
This Article is to ensure that so long as and to the extent that any Operating Right is conditional on or subject to any conditions or restrictions relating to ownership or control over the Company imposed by the Ministry,
the Company is so owned and controlled. This Article shall not affect or influence in any way the interpretation or application of Article 10A.
|
| 44.2. |
In this Article:
|
| (a) |
any person who, without the approval of the Ministry, acquires, directly or indirectly, any Means of Control (as defined in the Licence) in breach of Section 21 of the Licence other than a person who falls within Article 10A;
or
|
| (b) |
any Interested Party (as defined in the Licence) who, or who has an Office Holder (as defined in the Licence) who, is in breach of Sections 23 or 24 of the License other than a person who falls within Article 10A;
|
| 44.3.1. |
The Board of Directors shall not register a person as a holder of a Share unless the person has given to the Board of Directors a declaration (in a form prescribed by the Board of Directors) signed by him or on his behalf,
stating his name, nationality, that he is not a Relevant Person falling within paragraphs (a) or (b) of the definition of that term and other information required by the Board of Directors.
|
| 44.3.2. |
The Board of Directors shall maintain a register (the “Relevant Shares Register”), in which particulars shall be entered of any Share which has been:
|
| (a) |
acknowledged by the holder (or by a joint holder) to be a Relevant Share;
|
| (b) |
declared to be a Relevant Share pursuant to Article 44.3.4; or
|
| (c) |
determined to be an Affected Share pursuant to Article 44.4.2;
|
| 44.3.3. |
Each registered holder of a Share which has not been acknowledged to be a Relevant Share who becomes aware that such Share is or has become a Relevant Share shall forthwith notify the Company accordingly.
|
| 44.3.4. |
The Board of Directors may notify in writing the registered holder of a Share which is not in the Relevant Shares Register and appears to be a Relevant Share, requiring him to show that the Share is not a Relevant Share. Any
person to whom such notice has been issued may within 21 clear days after the issue of the notice (or such longer period as the Board of Directors may decide) represent to the Board of Directors why such Share should not be
treated as a Relevant Share but if, after considering such representations and other relevant information, the Board of Directors is not so satisfied, it shall declare such Share to be a Relevant Share and treat it as such.
|
| 44.3.5. |
The Board of Directors shall remove a Relevant Share from the Relevant Shares Register if the holder of the Relevant Share gives to the Board of Directors a declaration (in a form prescribed by the Board of Directors),
together with such other evidence as the Board of Directors may require, which satisfies it that such Share is no longer, or should not be treated, as a Relevant Share.
|
| 44.4.1. |
Article 44.4.2 shall apply for so long as the Company holds or enjoys any Operating Right where the Board of Directors determines that it is necessary to take steps to protect any Operating Right because an Intervening Act is
contemplated, threatened or intended, may take place or has taken place;
|
| 44.4.2. |
Where a determination has been made under Article 44.4.1, the Board of Directors shall take such of the following steps as they consider necessary or desirable to overcome, prevent or avoid an Intervening Act:
|
| 44.5. |
The Board of Directors shall give an Affected Share Notice to the registered holder of any Affected Share and state that Article 44.6 is to be applied forthwith in respect of such Affected Share. The registered holder of the
Affected Share may within 21clear days after the issue of the notice (or such longer period as the Board of Directors may decide) represent to the Board of Directors why such Share should not be treated as an Affected Share and
if, after considering such representations and other relevant information, the Board of Directors considers that the Share should not be treated as an Affected Share it shall forthwith withdraw the Affected Share Notice and
Article 44.6 shall no longer apply to the Share.
|
| 44.6. |
An Affected Share in respect of which an Affected Share Notice has been served shall be treated as a dormant share (as defined in section 308 of the Companies Law) except that the registered holder of the Affected Share shall
continue to have the right to receive dividends and other distributions of the Company and participate in bonus or rights issues of the Company in respect of such Share.
|
| 44.7. |
In deciding which Shares are to be treated as Affected Shares, the Board of Directors shall have regard to the Relevant Shares which in its opinion have directly or indirectly caused the determination under Article 44.4 and
the chronological order in which Relevant Shares have been entered in the Relevant Shares Register (and accordingly treat as Affected Shares those Relevant Shares entered in the Relevant Shares Register most recently) except
where such criterion would in their opinion be inequitable, in which event the Board of Directors shall apply such other criterion or criteria as they may consider appropriate.
|
| 44.8. |
Subject to the other provisions of this Article 44, the Board of Directors shall be entitled to assume without enquiry that:
|
| 44.8.1. |
all Shares not in the Relevant Shares Register and not falling within clause 44.8.2 are neither Relevant Shares nor Shares which would be or be capable of being treated as Affected Shares; and
|
| 44.8.2. |
all or some specified number of the Shares are Relevant Shares held by a Relevant Person falling within paragraphs (a)-(b) in the definition of that term if they (or interests in them) are held by a Depositary, trustee,
registration or nominee company or other agent unless and for so long as, in respect of any such Shares, it is established to their satisfaction that such Shares are not Relevant Shares.
|
| 44.9. |
Any resolution or determination of, or any decision or the exercise of any discretion or power by, the Board of Directors or any one of the Directors under this Article 44 shall be final and conclusive.
|
| 44.10.1. |
On withdrawal of the determination under Article 44.4.1, the Board of Directors shall cease to act pursuant to such determination and inform every person on whom an Affected Share Notice has been served that Article 44.6 no
longer applies in respect of such Share. The withdrawal of such a determination shall not affect the validity of any action taken by the Board of Directors under this Article whilst that determination remained in effect and such
actions shall not be open to challenge on any ground whatsoever.
|
| 44.10.2. |
The Board of Directors shall, so long as it acts reasonably and in good faith, be under no liability to the Company or to any other person for failing to treat any Share as an Affected Share or any person as a Relevant
Person in accordance with this Article and it shall not be liable to the Company or any other person if, having acted reasonably and in good faith it determines erroneously that any Share is an Affected Share, or any person is a
Relevant Person or on the basis of such determination or any other determination or resolution, they perform or exercise their duties, powers, rights or discretions under this Article in relation to such Share.
|
| 44.11. |
A person who has an interest in Shares by virtue of having an interest in Depositary Receipts shall be deemed to have an interest in the number of Shares represented by such Depositary Receipts and not (in the absence of any
other reason why he should be so treated) in the remainder of the Depositary Shares held by the relevant Depositary.
|
| 45. |
Cross Ownership and Control
|
| 45.1. |
An Office Holder in the Company, an Interested Party in the Company, or an Office Holder in any Interested Party in the Company will not be a party to any agreement, arrangement or understanding with a Competing MRT Operator
of the Company, or an Interested Party or an Office Holder in it, or an Office Holder in an Interested Party in a Competing MRT Operator of the Company, or any other body in which a Competing MRT Operator of the Company is an
Interested Party, which are intended to or might reduce or harm competition in anything that pertains to MRT Services, MRT Terminal Equipment or any other Telecommunications (Bezeq) Services.
|
| 45.2. |
An Office Holder in the Company, an Interested Party in the Company, or an Office Holder in any Interested Party in the Company will not Hold, directly or indirectly, five percent (5%) or more of any Mean of Control of a
Competing MRT Operator of the Company, or serve as an Office Holder in a Competing MRT Operator or in an Interested Party in a Competing MRT Operator of the Company (subject to certain exceptions specified in the License); for
this matter, "Holding" includes holding as an agent.
|
| 45.3. |
An Office Holder in the Company, an Interested Party in the Company, or an Office Holder in any Interested Party in the Company will not Control a Competing MRT Operator of the Company, and will not cause himself, by any act
or omission, to be Controlled by a Competing MRT Operator of the Company or by an Office Holder or an Interested Party in a Competing MRT Operator of the Company, or by an Interested Party in a Competing MRT Operator of the
Company, or by a person or entity that Controls a Competing MRT Operator of the Company.
|
| 21. |
Transfer of Means of Control
|
| 21.1 |
A holding of ten percent (10%) or more of any of the Means of Control in the Licensee will not be transferred, either directly or indirectly, either all at once or in parts, unless given the Minister’s prior written consent.
|
| 21.2 |
Any of the said Means of Control, or a part of them, in the Licensee, may not be transferred in any way, if as a result of the transfer, control in the Licensee will be transferred from one person to another, unless given the
Minister’s prior written consent.
|
| 21.3 |
No control shall be acquired, either direct or indirect, in the Licensee, and no person, whether on his/her own or together with his/her relative or with those acting with him/her on a regular basis, shall acquire in it ten
percent (10%) or more of any of the Means of Control in the Licensee, whether all at once or in parts, unless given the Minister’s prior written consent.
|
| 21.4 |
Deleted1
|
| 21.5 |
2Despite the provisions of sub-clauses 21.1 and 21.3 above, should there occur a transfer or purchase of a percentage of Tradable Means of Control
in the Licensee requiring consent under clauses 21.1 and 21.3 (other than a transfer of purchase that results in a transfer of control), without the Minister’s consent having been sought, the Licensee shall report this to the
Minister in writing, and shall make an application to the Minister to approve the said transfer or purchase of the Means of Control in the Licensee, within 21 days of the date on which the Licensee became aware of such.
|
| 21.6 |
Neither the entry into an underwriting agreement relating to the issue or sale of securities to the public, the registration for trading on the securities exchange in Israel or overseas, nor the deposit or registration of
securities with a registration company or with a depository agent or a custodian for the purpose of registration of GDRs or ADRs or similar certificates relating to the issue or sale of securities to the public shall in and of
themselves be considered as a transfer of Means of Control in the Licensee3.
|
| 21.7 | (a) |
Irregular Holdings shall be noted in the Licensee’s members register (the list of shareholders) stating the fact that they are irregular, immediately upon the Licensee’s becoming aware of this, and a notice of theregistration
shall be given by the Licensee to the holder of such Irregular Holding and to the Minister.
|
| (b) |
Irregular Holdings, noted as aforesaid in clause 21.7(a), shall not provide the holder with any rights, and shall be “dormant shares” as defined in Section 308 of the Companies Law 5759-1999, expect in the case of the receipt
of a dividend or any other distribution to shareholders (especially the right to participate in an allotment of rights calculated on the basis of holdings of Means of Control in the Licensee, although holdings accumulated as
aforesaid shall also be considered as Irregular Holdings), and therefore no action or claim of the activation of a right by virtue of the Irregular Holdings shall have any force, except in the case of the receipt of a dividend or
any other distribution as aforesaid.
|
| (1) |
A shareholder who takes part in a vote during a meeting of shareholders shall advise the Licensee prior to the vote, or in the case of documentary voting on the voting document, whether his holdings in the Licensee or his
voting require consent under clauses 21 and 23 of the License or not; where a shareholder does not so advise, he may not vote and his vote shall not count.
|
| (2) |
No director of the Licensee shall be appointed, elected or transferred from office by virtue of an Irregular Holding; should a director be appointed, elected or transferred from office as aforesaid, the said appointment,
election or transfer, as the case may be, shall be of no effect.
|
| (3) |
Irregular Holdings shall not provide voting rights in the general meeting;
|
| (c) |
The provisions of clause 21.7 shall be included in the Articles of Association of the Licensee, including the provisions of clause 21.9, mutatis mutandis.
|
| 21.8 |
For so long as the Articles of Association of the Licensee provide as set out in clause 21.7, and the Licensee acts in accordance with the provisions of clauses 21.5 and 21.7, and for so long as none of the holdings of 4Founding Shareholders or their Substitutes reduces to less than 56 267% of all Means of Control in the Licensee immediately prior to
the listing of the shares for trade, and for so long as the Articles of Association of the Licensee provide that a majority of the voting power in the general meeting of the Licensee may appoint all members of the Board of
Directors of the Licensee, other than external directors required by any law and/or the relevant Exchange Rules, the Irregular Holdings shall not, in and of themselves, give rise to a cause for the cancellation of the Licensee.
|
| 21.9 |
The provisions of clauses 21.5 through 21.8 shall not apply to the founding shareholders or their substitutes.11.
|
| 22. |
Placing a Charge on Means of Control
|
| 22A. |
Israeli Requirement and Holdings of Founding Shareholders or their Substitutes12
|
| 22A.1 |
The total cumulative holdings of the "Founding Shareholders or their Substitutes", as defined in Article 21.8, (including anyone that is an “Israeli Entity” as defined in Article 22.2A below, that purchased Means of Control
from the Licensee and received the Minister’s approval to be considered a founding shareholder or their substitute from the date set by the Minister), and are bound by an agreement for the fulfillment of the provisions of Article
22A of the License (in this Article they will all be considered “Founding Shareholders or their Substitutes”) shall not be reduced to less than 26% of each of the Means of Control in the Licensee.
|
| 22A.2 |
13(1) The total cumulative holdings of "Israeli Entities", one or more, which are among the Founding Shareholders or their Substitutes, out of
the total holdings of Founding Shareholders or their Substitutes as set forth in Article 22.1A above, shall be at a rate not less than five percent (5%) of the total issued share capital and from each of the Means of Control in
the Licensee. For this matter, the issued share capital of the Licensee shall be calculated by deducting the number of “Dormant Shares” held by the Licensee.
|
| 22A.3 |
At least one tenth (10%) of the members of the Board of Directors of the Licensee shall be appointed by the Israeli Entities as set forth in Article 22A.2. Notwithstanding the above-mentioned, for this matter- if the Board of
Directors of the Licensee shall consist of up to 14 members – at least one director shall be appointed by the Israeli entities as set forth in Article 22.2A above, if the Board of Directors of the Licensee shall consist of
between 15 and 24 members-at least 2 directors shall be appointed by the Israeli entities as set forth in Article 22.2A above and so on and so forth. 15This
Article shall not apply if an instruction was given to the Licensee in accordance with Article 13 of the Law, as set forth in Article 22A.2(2).
|
| 22A.4 |
The Licensee's Board of Directors shall appoint from among its members that have security clearance and security compatibility to be determined by the General Security Service (hereinafter: “ Directors with Clearance”) a
committee to be designated "the Committee for Security Matters", or CSM.
|
| 22A.5 |
Security matters that the Board of Directors or the Audit Committee of the Licensee shall be required to consider in accordance with the mandatory provisions of the Companies Law, 5759-1999, or in accordance with the
mandatory provisions of any other law that applies to the Licensee shall be discussed, if they need to be discussed by the Board of Directors or the Audit Committee, only in the presence of Directors with Clearance. Directors
that do not have security clearance shall not be allowed to participate in this Board of Directors or Audit Committee meeting and shall not be entitled to receive information or to review documents that relate to this matter. The
legal quorum for such meetings shall include only Directors with Clearance.
|
| 22A.6 |
The shareholders at a general meeting shall not be entitled to assume, delegate, transfer or exercise any of the authorities granted to another organ in the company, regarding security matters
|
| 22A.7 | (a) |
The Minister shall appoint an observer for the Board of Directors and committee meetings, that has security clearance and security compatibility that will be determined by the General Security Services.
|
| (b) |
The observer shall be a government employee, qualified to serve as a director, in accordance with Chapter C of the Government Companies Law, 5735-1975.
|
| (c) |
In addition, and without derogating from any duty imposed on him by any law, the observer shall be bound by confidentiality towards the Licensee, except as the matter may be required to fulfill his responsibilities as an
observer. The observer shall not act as an observer or in any other capacity for any entity that deals with the provision of telecommunication services and directly competes with the Licensee, and shall refrain from any conflict
of interest between his position as an observer and between the Licensee, excluding conflicts of interest that result from his being a government employee that is fulfilling his responsibilities as an observer with the Licensee.
The observer shall undertake towards the Licensee not to serve as an observer or an office holder, and not to fulfill a position or be employed, directly or indirectly by any entity that directly competes with the Licensee or
has a conflict of interest with the Licensee, excluding a conflict of interest that results from his being a government employee that is fulfilling his responsibilities as an observer with the Licensee throughout the duration of
his position as an observer with the Licensee and for eighteen months after he completes this term.
|
| (d) |
Notices to Board of Director and committee meetings, including the CSM, shall be sent to the observer and he shall be entitled to participate as an observer in each such meeting.
|
| (e) |
The observer's entitlement to receive information from the Licensee, shall be the same as a director. If the Licensee believes that certain information that is sensitive business information is not required by the observer in
order to fulfill his duties, the Licensee may delay delivery of such information to the observer and shall inform him accordingly. If the observer believes that he should receive such information, the matter shall be decided by
the head of the General Security Services.
|
| (f) |
If the observer believes that the Licensee adopted or is about to adopt a resolution regarding security matters, contrary to the provisions of the License, contrary to Article 13 of the Law or contrary to the provisions of
Article 11 of the General Security Services Law, 5762-2002, he shall immediately notify the Licensee in writing. Such a notice shall be sent to the chairman of the Board of Directors and to the chairman of the CSM and adequate
time shall be given, under the circumstances of the case, to remedy the breach or to change the resolution, if possible.
|
| 22A.8 |
The provisions of Article 22A of the License shall be adopted in the Articles of Association of the Licensee.
|
| 23. |
Prohibition of Cross-Ownership
|
| 23.1 |
The Licensee, an Office Holder or an Interested Party in the Licensee, as well as an Office Holder in an Interested Party in the Licensee, shall not hold, either directly or indirectly, five percent (5%) or more of any Means of
Control in a Competing MRT Operator, and shall not serve as an Office Holder in a Competing MRT Operator or in an Interested Party in a Competing MRT Operator; for this matter, “Holding” includes holding as an agent.
|
| 23.2 |
Notwithstanding the provisions of Paragraph 23.1, the Minister may, based upon written request, permit an Office Holder in the Licensee to serve as an Office Holder in an Interested Party in a Competing MRT Operator, or permit
an Office Holder in an Interested Party in the Licensee to serve as an Office Holder in a Competing MRT Operator or in an Interested Party in a Competing MRT Operator, if he is satisfied, that this will not harm the competition in
MRT Services; the Minister may condition the granting of such permit on conditions that the Office Holder must fulfill for prevention of harm to the competition as aforesaid.
|
| 23.3 |
Notwithstanding the provisions of Paragraph 23.1, an Interested Party in the Licensee, which is a trust fund, an insurance company, an investment company or a pension fund, may hold up to ten percent (10%) of the Means of
Control in a Competing MRT Operator, and an Interested Party in a Competing MRT Operator, which is a trust fund, an insurance company, an investment company or a pension fund, may hold up to ten percent (10%) of the Means of
Control in the Licensee, provided it does not have a representative or an appointee on its behalf among the Office Holders of a Competing MRT Operator or of the Licensee, as the case may be, unless it is required to do so by law.
|
| 23.4 |
The Licensee, an Office Holder or an Interested Party in the Licensee, as well as an Office Holder in an Interested Party in the Licensee, will not control a Competing MRT Operator, and will not cause it, by any act or
omission, to be controlled by a Competing MRT Operator or by an Office Holder or an Interested Party in a Competing MRT Operator, or by an Office Holder in an Interested Party in a Competing MRT Operator, or by a person or
corporation that controls a Competing MRT Operator.
|
| 23.5 |
The rate of indirect holding in a corporation will be a product of the percentage of holdings in each stage of the chain of ownership, subject to what is set out in Paragraph 23.6; for example:
|
| (A) |
‘A’ holds 40% in Company ‘B’;
|
| (B) |
Company ‘B’ holds 40% in Company ‘C’;
|
| (C) |
Company ‘C’ holds 25% in Company ‘D’;
|
| (D) |
Therefore, Company ‘A’ holds, indirectly, 4% of Company ‘D’.
|
| 23.6 |
For the matter of this Paragraph and Paragraphs 14.1 (G) (6), (7), (8), (8a), (9) and 21.4, if a certain body (hereinafter: “the Controlling Body”) controls another body that has holdings, directly or indirectly, in the
Licensee (hereinafter: “the Controlled Body”), the Controlling Body, and also any other body controlled by the Controlling Body, will be attributed with the rate of holdings in the Licensee that the Controlled Body has, directly
or indirectly; according to the following examples:
|
| A. |
Direct holdings:
|
| (1) |
‘A’ holds 50% in Company ‘B’, and controls it;
|
| (2) |
Company ‘B’ holds 50% in Company ‘C’, and controls it;
|
| (3) |
Company ‘C’ holds 10% in the Licensee and does not control it;
|
| (4) |
Therefore, notwithstanding that ‘A’s’ holdings in the Licensee in accordance with the instructions of Paragraph 5.6 are 2.5%, ‘A’ and also any body controlled by ‘A’ will be deemed as an Interested Party holding 10% in the
Licensee.
|
| B. |
Indirect holdings:
|
| (1) |
‘A’ holds 50% of Company ‘B’ and controls it;
|
| (2) |
Company ‘B’ holds 40% of Company ‘C’ and controls it;
|
| (3) |
Company ‘C’ holds 40% of Company ‘D’ and does not control it;
|
| (4) |
Company ‘D’ holds 40% of the Licensee and does not control it;
|
| (5) |
Therefore, ‘A’ and any body controlled by ‘A’ will be regarded as having a holding in the Licensee at the rate of holdings of Company ‘C’ in the Licensee, which is holdings of 16% (according to the method set out in Paragraph
23.5 for the calculation of the rate of indirect holdings in the absence of control), and in this manner, ‘A’ and any body controlled by ‘A’ is an Interested Party in the Licensee.
|
| 23.7 |
If a certain body has indirect holding in the Licensee, through two or more Interested Parties, then for the purpose of its definition as an Interested Party, and for the purpose of determining the rate of holding with regard
to this Paragraph, the greatest indirect rate of holding will be taken into account, and also any rate of holding that derives from the chain of holdings through which the said holding body is attributed with the holdings of
corporations controlled by it in accordance with the provisions of Paragraph 23.6; the rates of holdings that derive from two or more chains that will be taken into account as stated above, will be cumulative for the purpose of
calculating the rate of holdings.
|
| 23.8 |
The Minister may, in response to a written request, permit an Interested Party in the Licensee to hold, either directly or indirectly, five percent (5%) or more in any of the Means of Control of a Competing MRT Operator, if the
Minister is satisfied that this will not harm competition in the MRT field; 16the Minister may condition the granting of the said permit on a
condition that the Interested Party in the Licensee or competing MRT Operator is an Interested Party merely by virtue of the provisions of Article 23.6 .
|
| 24.1 |
Prohibition of Conflict of interests
|
| 24.217 |
Without derogating from the aforementioned in Article 24.1, the Licensee may reach a Cooperation Agreement as set forth in Article 19.1B.
|
| (i) |
RESOLVED: to grant Mr. Shlomo Rodav, the Chairman of the Board of Directors of the Company, a fixed monthly fee in the amount of NIS 106,250 (plus VAT and linked to the June 2022 CPI) for
his services as Chairman of the Board of Directors, effective July 28, 2022, to be offset against the sums that Mr. Rodav has received since July 28, 2022 in his capacity as a director in the Company; and
|
| (ii) |
RESOLVED: this resolution is in the best interest of the Company.”
|
| (i) |
“RESOLVED: to amend the Company’s Articles of Association and cancel the provisions therein with respect to
|
| (ii) |
RESOLVED: this resolution is in the best interest of the Company.”
|
|
Subject of the Resolution
|
Votea
|
In respect of a transaction’s approval pursuant to sections 255, 267A and 272 to 275 (the majority required for which is
not an ordinary majority), of the Israeli Companies Law) or in respect of an amendment to the Company's Compensation Policy for Office Holders (section 267A (b) of the Israeli Companies Law)
- do you have a “Personal Interest” in the resolution, are you a “Controlling Party” in the Company, a “Senior Office Holder” or an “Institutional Investor”b?
|
|||
|
For
|
Against
|
Abstain
|
Yesc
|
No
|
|
|
Item 1 on the agenda- Approval of the Company's Compensation Policy
|
|||||
|
Item 2 on the agenda-
Approval of the compensation terms to Mr. Shlomo Rodav, as the Company's Chairman of the Board of Directors.
|
|||||
|
Item 3 on the agenda-
Amendment of the Company's Articles of Association
|
irreleva
|
irreleva
|
|||
| a |
If an X is not marked in either column, or if an X is marked in the "Yes" column and the shareholder does not provide details regarding the nature of
the "Personal Interest" or the "Controlling Party" Interest (as the case may be), or an X is marked in both columns, the vote shall be disqualified.
|
| b |
Kindly provide details regarding the nature of your “Personal Interest” in the resolution, why do you constitute a “Controlling Party” in the Company, you are a “Senior Office Holder” or an “Institutional Investor” (as
the case may be), at the designated space below the table. “Personal Interest” is defined in Section 1 of the Israeli Companies Law as a person’s personal interest in an act or a transaction of a company, including, without
limitation, the personal interest of a person's relative and the personal interest of an entity in which the person or the person's relative is an interested party. Holding shares in the applicable company does not give rise
to a “Personal Interest”. “Personal Interest” includes, without limitation, a personal interest of a person voting by proxy which was given by another person, even if the other person does not have a personal interest, and a
person voting on behalf of a person having a personal interest will be deemed as having a personal interest, whether the voting discretion is in the voter’s hands or not. The Israeli Companies Law refers to the definition of
“Control” in Section 1 of the Israeli Securities Law (1968), as amended, defining "Control" as the ability to direct the activity of a company, except for ability stemming only from being a director or holding another
position in that company, and it is presumed that a person is controlling a company if said person "holds" (as defined therein) at least half of (i) the right to vote in the shareholders general meeting; or (ii) the right to
appoint the directors or the general manager of that company. For approval of the resolutions regarding the detailed items, any shareholders holding 25% or more of the voting rights in a company will be deemed a “Controlling
Party”. Two or more persons holding voting rights in a company whereas each of them has a personal interest in approving a certain transaction would be deemed “holding together”. According to section 37 (d) of the Securities
Law, a “Senior Office Holder” is, generally, a general manager, chief executive officer, deputy managing director, deputy director general, all fulfilling such a role in the company even if his title is different, a
director, or manager directly subordinated to the general manager; as well as chairman of the board, an alternate director, an individual appointed under section 236 of the Israeli Companies Law on behalf of the corporation
who is a director, controller, an internal auditor, independent authorized signatory, and anyone fulfilling such a role, even if his job title is different, and a Senior Office Holder of a corporation controlled by the
corporation, which has a significant impact on the corporation and any individual employed by a corporation in another position, holding five percent or more of the nominal value of the issued share capital or voting
rights. “Institutional Investor” - shall have the meaning defined in section 1 of the Supervisory Regulations Control of Financial Services (Provident Funds) (Participation of a Managing Company at a General Meeting), 2009,
and a managing company of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994.
|
| c |
If an X is not marked in either column, or if an X is marked in the “Yes” column and the shareholder does not provide details regarding the nature
of the “Personal Interest” or the “Controlling Party” Interest (as the case may be), or an X is marked in both columns, the vote shall be disqualified.
|
|
☐
|
Yes. I approve the declaration below.
I declare that my holdings and my vote DO NOT require the consent of the Israeli Minister of Communications pursuant to (i) Sections 21
(Transfer of Means of Control) or 23 (Prohibition of Cross-Ownership) of the Company’s General License for the Provision of Mobile Radio Telephone Services using the Cellular Method in Israel dated April 7, 1998, as
amended (the “License”); or (ii) any other license granted to Partner, directly or indirectlye.
|
|
☐
|
No. I do not approve the declaration above. I hold, together with others, ________ Ordinary Shares of Partner and
my holdings require the consent of the Israeli Minister of Communications as stated above.
|
|
|
Signature
Name (Print): ___________
Title: __________________
Date: __________________
|
| d |
In the event that the shareholder is an “Interested Party”, as defined in the License, voting in a different manner with respect to each part of the shareholder's Ordinary Shares, a separate
Deed of Vote should be filed for each quantity of Ordinary Shares in respect of which the shareholder intends to vote differently.
|
| e |
Under certain licenses granted, directly or indirectly, to Partner, approval of, or notice to, the Minister of Communications of the State of Israel may be required for holding of 5% or more of Partner's means of control.
|
| 1 |
Name of shareholder.
|
| 2 |
A shareholder is entitled to give several Deeds of Authorization, each of which refers to a different quantity of Ordinary Shares of the Company held by the shareholder, so long as the shareholder shall not give Deeds of
Authorization with respect to an aggregate number of Ordinary Shares exceeding the total number of shares held by him.
|
| 3 |
In the event that the proxy does not hold an Israeli Identification number, indicate a passport number, if any, and the name of the country in which the passport was issued.
|
|
Subject of the Resolution
|
Vote5
|
In respect of a transaction’s approval pursuant to sections 255, 267A and 272 to 275 (the majority
required for which is not an ordinary majority), of the Israeli Companies Law) or in respect of an amendment to the Company's Compensation Policy for Office Holders (section 267A (b) of the
Israeli Companies Law) - do you have a “Personal Interest” in the resolution, are you a “Controlling Party” in the Company, a “Senior Office Holder” or an “Institutional Investor”6?
|
|||
|
For
|
Against
|
Abstain
|
Yes7
|
No
|
|
|
Item 1 on the agenda-
Approval of the Company's Compensation Policy.
|
|||||
|
Item 2 on the agenda-
Approval of the compensation terms to Mr. Shlomo Rodav, as the Company's Chairman of the Board of Directors.
|
|||||
|
Item 3 on the agenda-
Amendment of the Company's Articles of Association
|
|
|
|||
| 4 |
Kindly provide details regarding the nature of your “Personal Interest” in the resolution, why do you constitute a “Controlling Party” in the Company, you are a “Senior Office Holder” or an “Institutional Investor” (as the case
may be), at the designated space below the table (on page 5). “Personal Interest” is defined in Section 1 of the Israeli Companies Law (1999), as amended (the “Israeli Companies Law”) as a
person’s personal interest in an act or a transaction of a company, including, without limitation, the personal interest of a person's relative and the personal interest of an entity in which the person or the person's relative is
an interested party. Holding shares in the applicable company does not give rise to a “Personal Interest”. “Personal Interest” includes, without limitation, a personal interest of a person voting by proxy which was given by
another person, even if the other person does not have a personal interest, and a person voting on behalf of a person having a personal interest will be deemed as having a personal interest, whether the voting discretion is in the
voter’s hands or not. The Israeli Companies Law refers to the definition of “Control” in Section 1 of the Israeli Securities Law (1968), as amended, defining "Control" as the ability to direct the activity of a company, except for
ability stemming only from being a director or holding another position in that company, and it is presumed that a person is controlling a company if said person "holds" (as defined therein) at least half of (i) the right to vote
in the shareholders general meeting; or (ii) the right to appoint the directors or the general manager of that company. For approval of the resolutions regarding the detailed items, any shareholders holding 25% or more of the
voting rights in a company will be deemed a “Controlling Party”. Two or more persons holding voting rights in a company whereas each of them has a personal interest in approving a certain transaction would be deemed “holding
together”. According to section 37 (d) of the Securities Law, a “Senior Office Holder” is, generally, a general manager, chief executive officer, deputy managing director, deputy director general, all fulfilling such a role in
the company even if his title is different, a director, or manager directly subordinated to the general manager; as well as chairman of the board, an alternate director, an individual appointed under section 236 of the Israeli
Companies Law on behalf of the corporation who is a director, controller, an internal auditor, independent authorized signatory, and anyone fulfilling such a role, even if his job title is different, and a Senior Office Holder of
a corporation controlled by the corporation, which has a significant impact on the corporation and any individual employed by a corporation in another position, holding five percent or more of the nominal value of the issued
share capital or voting rights. “Institutional Investor” - shall have the meaning defined in section 1 of the Supervisory Regulations Control of Financial Services (Provident Funds) (Participation of a Managing Company at a
General Meeting), 2009, and a managing company of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994.
|
| 5 |
If an X is not marked in either column, or if an X is marked in the "Yes" column and the shareholder does not provide details regarding the nature of
the "Personal Interest" or the "Controlling Party" Interest (as the case may be), or an X is marked in both columns, the vote shall be disqualified.
|
| 6 |
Kindly provide details regarding the nature of your “Personal Interest” in the resolution, why do you constitute a “Controlling Party” in the
Company, you are a “Senior Office Holder” or an “Institutional Investor” (as the case may be), at the designated space below the table. “Personal Interest” is defined in Section 1 of the Israeli Companies Law as a person’s
personal interest in an act or a transaction of a company, including, without limitation, the personal interest of a person's relative and the personal interest of an entity in which the person or the person's relative is an
interested party. Holding shares in the applicable company does not give rise to a “Personal Interest”. “Personal Interest” includes, without limitation, a personal interest of a person voting by proxy which was given by
another person, even if the other person does not have a personal interest, and a person voting on behalf of a person having a personal interest will be deemed as having a personal interest, whether the voting discretion is
in the voter’s hands or not. The Israeli Companies Law refers to the definition of “Control” in Section 1 of the Israeli Securities Law (1968), as amended, defining "Control" as the ability to direct the activity of a
company, except for ability stemming only from being a director or holding another position in that company, and it is presumed that a person is controlling a company if said person "holds" (as defined therein) at least half
of (i) the right to vote in the shareholders general meeting; or (ii) the right to appoint the directors or the general manager of that company. For approval of the resolutions regarding the detailed items, any shareholders
holding 25% or more of the voting rights in a company will be deemed a “Controlling Party”. Two or more persons holding voting rights in a company whereas each of them has a personal interest in approving a certain
transaction would be deemed “holding together”. According to section 37 (d) of the Securities Law, a “Senior Office Holder” is, generally, a general manager, chief executive officer, deputy managing director, deputy director
general, all fulfilling such a role in the company even if his title is different, a director, or manager directly subordinated to the general manager; as well as chairman of the board, an alternate director, an individual
appointed under section 236 of the Israeli Companies Law on behalf of the corporation who is a director, controller, an internal auditor, independent authorized signatory, and anyone fulfilling such a role, even if his job
title is different, and a Senior Office Holder of a corporation controlled by the corporation, which has a significant impact on the corporation and any individual employed by a corporation in another position, holding five
percent or more of the nominal value of the issued share capital or voting rights. “Institutional Investor” - shall have the meaning defined in section 1 of the Supervisory Regulations Control of Financial Services
(Provident Funds) (Participation of a Managing Company at a General Meeting), 2009, and a managing company of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994.
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| 7 |
If an X is not marked in either column, or if an X is marked in the “Yes” column and the shareholder does not provide details regarding the nature of the “Personal Interest” or the
“Controlling Party” Interest (as the case may be), or an X is marked in both columns, the vote shall be disqualified.
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☐
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Yes. I approve the declaration below.
I declare that my holdings and my vote DO NOT require the consent of the Israeli Minister of Communications pursuant to (i) Sections 21 (Transfer of Means of Control) or 23 (Prohibition of
Cross-Ownership) of the Company’s General License for the Provision of Mobile Radio Telephone Services using the Cellular Method in Israel dated April 7, 1998, as amended (the “License”)9; or (ii) any other license granted, directly or indirectly, to Partner10.
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| ☐ |
No. I do not approve the declaration above. I hold, together with others, ________ Ordinary Shares of Partner and my holdings REQUIRE the
consent of the Israeli Minister of Communications as stated above.
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Date: _____________
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__________________________
Signature
Name (print):_______________
Title: _____________________
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| 8 |
In the event that the shareholder is an “Interested Party,” as defined in the License, voting in a different manner with respect to each part of the shareholder's Ordinary Shares,
a separate Deed of Authorization should be filed for each quantity of Ordinary Shares in respect of which the shareholder intends to vote differently.
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| 9 |
A translation of sections 21-24 of the License is attached as Annex “D” to the Proxy Statement distributed with this Deed of
Authorization.
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| 10 |
Under certain licenses granted, directly or indirectly, to Partner, approval of, or notice to, the Minister of Communications of the State of Israel may be required for holding
of 5% or more of Partner's means of control.
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Partner Communications Company Ltd.
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By:
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/s/ Sigal Tzadok
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Name: Sigal Tzadok
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Title: Acting Chief Financial Officer
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