EX-99.1 2 c93808exv99w1.txt PERIODIC REPORT (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- EXHIBIT 99.1 March 30, 2005 PERIODIC REPORT FOR THE YEAR 2004 Company name: AGIS INDUSTRIES (1983) LTD. Corporate ID No.: 520037599 Address: 29 LECHI STREET, BNEI BRAQ 51200 Telephone: 03-5773600 Fax: 03-5773606 Date of Balance Sheet: DECEMBER 31, 2004 Approval date of Report: MARCH 30, 2005 All of the information included in the Periodic Report for the year 2004 is stated in NIS thousands. REGULATION 9: FINANCIAL STATEMENTS Attached hereto are the audited financial statements of the Company for the year ended December 31, 2004, accompanied by the opinion of the Company's independent auditor, Kesselman & Kesselman. REGULATION 10: BOARD OF DIRECTORS REPORT ON THE COMPANY'S STATE OF AFFAIRS Attached hereto is the Company's Board of Directors Report for the year ended December 31, 2004. REGULATION 10A: CONDENSED QUARTERLY STATEMENTS OF OPERATIONS See Par. 6 of the Board of Directors' Report. REGULATION 10C: USE OF PROCEEDS OF SECURITIES WHILE REFERRING TO THE PURPOSES OF THE PROCEEDS ACCORDING TO THE PROSPECTUS None C-1 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 11: LIST OF INVESTMENTS IN SUBSIDIARIES AND AFFILIATED COMPANIES AS OF THE BALANCE SHEET DATE: All the subsidiaries and affiliates are companies whose shares are not traded on a stock exchange. Therefore, details were not provided in connection with information related to stock-exchange traded companies (share number, share price)
ADJUSTED TYPE OF NUMBER TOTAL ADJUSTED CARRYING NAME OF COMPANY SHARE* OF SHARES PAR VALUE COST VALUE --------------- ------ --------- --------- ---- ----- IN NIS THOUSANDS Careline (Pharmagis) Ltd. NIS 1 20,160,000 20,160,000 87,484 247,611 Chemagis Ltd. NIS 1 42,961,680 42,961,680 123,144 386,627 Agis Commercial Agencies (1989) Ltd. (5),(6) NIS 1 999 999 31,574 41,548 Agis Investments (2000) Ltd. (8) NIS 1 100 100 9,589 (90) Clay Park Labs Inc. ("CP") $ 1 182,564 182,564 180,061 181,520 Neca Chemicals 1952 Ltd. (4) NIS 1 163,817 163,817 -- -- Pharma Clal Ltd. (1) NIS 1 99 99 -- -- Westech Ltd. (1) NIS 1 1,000 1,000 -- -- Agis Distribution and Marketing (1989) Ltd. (2) NIS 1 999 999 -- -- Dovchem Ltd. (3) NIS 1 100 100 -- -- Chemagis U.S.A Inc. (3) NIS 0.01 1,000 1,000 -- -- Pureline Inc. (2) $ 1 0 0 -- -- Neca Marketing (1983) Ltd. (1) NIS 1 1,000 1,000 -- -- ChemAgis (Netherlands) B.V. (3) E 1 5,000 5,000 -- -- ChemAgis Germany GmbH (3) E 1 25,000 25,000 -- -- InfraServ GmbH&Co. Wiesbaden KG. (3) -- -- -- -- -- Arginet Investments and Properties (2003) Ltd. -- -- -- -- 44,676 Danagis Ltd. (7) NIS 1 400 400 9,332 8,382 ------- ------- 441,184 910,274 ======= =======
* All of the shares are ordinary shares. (1) Investee companies held directly and indirectly through Agis Commercial Agencies (1989) Ltd., a subsidiary. (2) Investee companies through Careline (Pharmagis) Ltd., a subsidiary. (3) An investee held directly and indirectly through Chemagis Ltd., a subsidiary. (4) An investee company held through Arginet Investments and Properties (2003) Ltd. (5) Includes a linked loan totaling NIS 20,749 thousand. (6) Carrying value less reciprocal holdings in the Company's shares. (7) Includes shareholder loan, index-linked =6%, totaling NIS 9,332 thousand. (8) Includes a capital note of NIS 9,332 thousand. C-2 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 11: LIST OF INVESTMENTS IN SUBSIDIARIES AND AFFILIATE COMPANIES AS OF THE BALANCE SHEET DATE (continued)
COMPANY NAME HOLDING PERCENTAGE AUTHORITY TO APPOINT IN CAPITAL VOTING DIRECTORS Careline (Pharmagis) Ltd. 100% 100% 100% Chemagis Ltd. 100% 100% 100% Agis Commercial Agenies (1989) Ltd. 100% 100% 100% Agis Distribution and Marketing (1989) Ltd. 100% 100% 100% Pharma Clal Ltd. 100% 100% 100% Westech Ltd. 100% 100% 100% Arginet Investments and Properties (2002) Ltd. 100% 100% 100% Pureline Inc. 100% 100% 100% Pureline Inc. 80% 80% 80% Clay Park Labs Inc. 100% 100% 100% Neca Chemicals 1952 Ltd. 100% 100% 100% Neca Marketing (1983) Ltd. 100% 100% 100% Dovechem Ltd. 100% 100% 100% Chemagis U.S.A Inc. 100% 100% 100% Danagis Ltd. 50% 50% 50% ChemAgis (Netherlands) B.V. 100% 100% 100% ChemAgis Germany GmbH 100% 100% 100% InfraServ GmbH&Co. Wiesbaden KG. 7% 7% 7%
REGULATION 12: CHANGES IN INVESTMENTS IN SUBSIDIARIES AND AFFILIATE COMPANIES DURING REPORT PERIOD
ADJUSTED DATE OF SUBSTANCE OF CHANGE AND NOMINAL COST COST CHANGE COMPANY NAME NIS THOUSANDS ------ ------------ ------------- 1.2004 Dividend distribution 23,600 23,600 3.2004 Loan given to Danagis 1,340 1,340 5.2004 Repayment of loan by Danagis 1,000 1,000 9.2004 Repayment of loan 900 900 11.2004 Distribution of stock dividend in Chemagis Ltd. 15,000 15,000 12.2004 Repayment of loan 500 500
C-3 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 13: REVENUES OF SUBSIDIARIES AND AFFILIATE COMPANIES AND COMPANY'S INCOME FROM THEM AS OF BALANCE SHEET DATE Below is the composition, in NIS thousands adjusted to December 2004:
INCOME INCOME (LOSS) (LOSS) MANAGEMENT COMPANY NAME BEFORE TAX AFTER TAX DIVIDEND FEES INTEREST Careline (Pharmagis) Ltd. (2) (4,334) (1,286) 23,600 -- -- Chemagis Ltd. (2) 119,987 109,158 -- -- -- Agis Commercial Agencies (1989) Ltd. (2) 15,108 10,422 -- -- -- Agis Investments (2000) Ltd. (2) (2) -- -- -- Arginet Investments and Properties (2003) Ltd. (2) 1,801 1,241 -- -- -- Danagis Ltd. (our shares is 50%) (72) (42) -- -- 773 Clay Park Labs Inc. 7,320 4,016 -- -- --
(1) Includes non-recurring expenses. (2) Includes its subsidiaries REGULATION 14: LIST OF GROUPS OF LOAN BALANCES THAT WERE GIVEN AS OF THE BALANCE SHEET DATE, IF THE GRANTING OF LOANS IS ONE OF THE CORPORATIONS PRINCIPAL BUSINESSES None. REGULATION 20: STOCK EXCHANGE TRADING - SECURITIES LISTED FOR TRADING - DATES AND REASONS FOR HALT IN TRADING During 2004, no securities of the Company were registered for trading. On March 15, 2005, the general meeting of the Company's shareholders ratified the merger agreement with Perrigo Company ("Perrigo"), a U.S. company, that had been signed on November 14, 2004. On March 17, 2005, upon the closing of the merger transaction with Perrigo, trading on the Tel Aviv Stock Exchange of the Company's shares, was ceased. C-4 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 21: PAYMENTS TO SENIOR OFFICERS Below are the payments (in NIS thousands) paid by the Company and its subsidiaries in the year 2004 to the five highest salary earners among the officers in the Company:
SALARIES AND RELATED EXPENSES -------- President and CEO of the subsidiary Clay Park (1)(2) 4,663 President and Chairman of the Company 3,331 CEO (3) 2,687 CEO of the subsidiary Chemagis 1,420 V.P. of Business Development 1,241 ------ 13,342 ======
(1) Does not include cost of stay overseas of NIS 619 thousands. (2) Does not include a payment for the waiver of the right to exercise an option amounting to NIS 18,000 thousands. (3) Does not include a payment for the waiver of the right to exercise an option amounting to NIS 11,119 thousands. All the amounts stated above include salaries and related expenses. REGULATION 22: FEES AND BENEFITS The total fees, grants and benefits paid in 2004 to two members of the board of directors, including related expenses that do not exceed the prevailing practice total NIS 6,018 thousands, excluding payment for the waiver of the right to exercise an option amounting to NIS 11,119 thousands. Total fees and compensation for participation in meetings that were paid to four members of the board of directors who are not employees of the Company and/or subsidiaries, amounted to NIS 446 thousand. C-5 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 24: SHARES AND CONVERTIBLE SECURITIES HELD BY INTERESTED PARTIES IN THE CORPORATION, A SUBSIDIARY OR AFFILIATE COMPANY, AS PROXIMATE AS POSSIBLE TO THE DATE OF THE REPORT
HOLDING HOLDING PERCENTAGE IN PERCENTAGE IN CAPITAL AND VOTING ID NO. / CORPORATE NUMBER OF SHARES CAPITAL AND AFTER DEDUCTING NAME OF INTERESTED PARTY ID WITH REGISTRAR AS OF 15.3.05 VOTING (%) RECIPROCAL HOLDINGS (%) ------------------------ ----------------- ------------- ---------- ----------------------- Moshe Arkin 51643062 12,510,414 39.94% 45.67% Citadel Equity Funds Limited 105635 1,592,824 5.08% 5.81% Eliahu Bin-Nun 6569195 750 -- -- Ron Gottfried 6357206 310 -- -- Refael Lebel 54666151 10 -- ---------- ------ ------ 14,104,308 45.02% 51.48% .......... ...... ...... Agis Industries (1983) Ltd. (1) 520037599 1,642,218 5.24% -- Agis Commercial Agencies (1989) Ltd. (2) 511386401 1,341,925 4.28% -- Neca Marketing (1983) Ltd. (2) 511003477 948,268 3.03% -- ---------- ------ ------ 3,932,411 12.55% -- .......... ...... ...... ---------- ------ ------ Total 18,036,719 57.57% 51.48% Held by the public 13,289,397 42.43% 48.52% ---------- ------ ------ Total shares 31,326,116 100.00% 100.00% ========== ====== ======
(1) Dormat shares. (2) Subsidiaries. * On March 17, 2005, upon the closing of the merger with Perrigo, Perrigo became the holder of 100% of the share capital of the Company. REGULATION 24A: AUTHORIZED CAPITAL, ISSUED CAPITAL AND CONVERTIBLE SECURITIES
NIS 1 PAR VALUE ----- Authorized share capital 40,000,000 ---------- Issued share capital 31,326,116 ========== Dormant share capital: 1. Does not confer rights 1,642,218 2. Confers voting rights 1,341,925 3. Confers voting rights and rights to retained earnings 948,268 ---------- 3,932,411 ==========
The Company has no convertible securities. C-6 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26: DIRECTORS OF THE COMPANY AS OF DECEMBER 31, 2004 1. (1) Name: MOSHE ARKIN (2) Date of appointment: 1983 (3) ID No. 51643062 (4) Year of birth: 1952 (5) Nationality: Israeli (6) Address: 22 Haganim Road, Kfar Shmaryahu (7) Member of Group committees and inner executive committee of the Board of Directors (8) Outside director: No (9) President and Chairman of the Board of Directors of Agis Industries (1983) Ltd. and its subsidiaries, and also Chairman of the Board of Directors of Careline (Pharmagis) Ltd. and its subsidiaries. (10) Education and employment: Holds a Bachelor's degree in Psychology from Tel-Aviv University. Until December 31, 2000, served as CEO and Chairman of the Board of Directors of Agis Industries (1983) Ltd. and its subsidiaries, and from January 1, 2001 has served as the Company's President and the Chairman of its Board of Directors. Serves as the Chairman of the Board of Directors of Clay Park Labs Inc. since October 1994, as the Chairman of the Board of Directors of Careline (Pharmagis) Ltd. and its subsidiaries and chairman of the board of directors of Neca Chemicals (1952) Ltd. And its subsidiaries since March 1997, and as the CEO and Chairman of the Board of Directors of private companies that he controls. (11) Mr. Moshe Arkin is the husband of Mrs. Doris Arkin. (12) Serves as director until the date of the publication of the reports. 2. (1) Name: REFAEL LEBEL (2) Date of appointment: 1999 (3) ID No. 54666151 (4) Year of birth: 1956 (5) Nationality: Israeli (6) Address: 14B Hatamar Street, Kiryat Ganim, Ra'anana (7) Member inner executive committee of the Board of Directors (8) Outside director: No (9) CEO and Company Secretary for Agis Industries (1983) Ltd. (10) Education and employment Qualified CPA, holding a Bachelor's degree in economics and accounting from Bar Ilan University and Master's degrees in both business management and law from Bar Ilan University. Since August 2003, serves as CEO of Agis Industries (1983) Ltd. Served as CFO of Agis Industries (1983) Ltd. and its subsidiaries from January 2001 until August 2003. From 1988 until December 31, 2000, served as the controller and head of finance of Agis Industries (1983) Ltd. and its subsidiaries. Member of the Board of Directors of Agis Industries (1983) Ltd. since 1999. Has served as Company Secretary since 1992. Member of the Board of Directors of Clay Park Labs Inc. since 2002 and Vice President of the company since October 1994. Member of the Board of Directors of Neca Chemicals (1952) Ltd. since March 1997. Member of the Board of Directors of Meditor Pharmaceuticals Ltd. since August 2000. (11) Is not a relative of another interested party in the corporation (12) Served as a director until March 17, 2005
C - 7 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- C - 8 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26: DIRECTORS OF THE COMPANY (continued) 3. (1) Name: DORIS (HILDA) ARKIN (2) Date of appointment: 2002 (3) ID No. 13562145 (4) Year of birth: 1957 (5) Nationality: Israeli (6) Address: 22 Haganim Road, Kfar Shmaryahu (7) Not a member of any committee (8) Outside director: No. (9) Member of the board of Directors (10) Education and employment: Has an academic education - Psychologist (11) Mrs. Doris Arkin is the wife of Mr. Moshe Arkin (12) Served as a director until March 17, 2005 4. (1) Name: ELI BEN-NUN (2) Date of appointment: 1996 (3) ID No. 6569195 (4) Year of birth: 1951 (5) Nationality: Israeli (6) Address: 1 Hame'orayr, Givatayim (7) Member of the Board of Directors' audit committee (8) Outside director: No (9) Not employed by the Company, a subsidiary, an affiliated company or an interested party (10) Education and employment: Holds a Bachelor's degree in Psychology from Bar Ilan University Acts as an organizational consultant. Is also a violin maker (11) Is not a relative of another interested party in the corporation (12) Served as a director until March 17, 2005
C - 9 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26: DIRECTORS OF THE COMPANY (continued) 5. (1) Name: MENACHEM INBAR (2) Date of appointment: 2000 (3) ID No. 000483982 (4) Year of birth: 1948 (5) Nationality: Israeli (6) Address: 5 Gilad street, Ramat Gan (7) Not a member of the Board of Directors' audit committee (8) Outside director: No (9) Not employed by the Company, a subsidiary, or an affiliated company. Acts as consultant to a company of an interested party (10) Education and employment: Academic During the last five years has served as the CEO of the Zeevi Group and as CEO of Leumi & Co. Investment Bank. Serves on the Board of Directors of various public and private companies. Formerly, was CEO of Leumi & Co. Investment Bank and Bank Leumi Canada, and Vice President of Union Bank. Served on the Board of Directors of numerous public and private companies and was the Chairman of several of them. Holds the position of outside director and Chairman of the audit committee with various public companies. Has many years' experience of the various aspects of preparing financial statements in Israel and overseas and is independently familiar with the capital market, company valuations and bank financing. Is managing partner of Shifman-Inbar Ltd., which is engaged in consulting to companies and individuals regarding investments, negotiations with banks and seeking investors in Israel and overseas. (11) Is not a relative of another interested party in the corporation (12) Served as a director until March 17, 2005 6. (1) Name: ZVI GUR (2) Date of appointment: 2002 (3) ID No. 054215835 (4) Year of birth: 1957 (5) Nationality: Israeli (6) Address: 14 Mevo Hadass Street, Kochav Yair (7) Member of the Board of Directors' audit committee (8) Outside director: Yes (9) Not employed by the Company, a subsidiary, an affiliated company or an interested party (10) Education and employment: Academic CEO and director for various public and private companies. Director of Israel Shipyards Ltd., Gold Bond Group Ltd., Beit Amzaleg Ltd. (11) Is not a relative of another interested party in the corporation (12) Served as a director until March 17, 2005
C - 10 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26: DIRECTORS OF THE COMPANY (continued) 7. (1) Name: RAN GOTFRID (2) Date of appointment: July 2003 (3) ID No. 6357206 (4) Year of birth: 1944 (5) Nationality: Israeli (6) Address: 64 Pinkas Street, Tel-Aviv (7) Member of the Board of Directors' audit committee (8) Outside director: No (9) Not employed by the Company, a subsidiary, an affiliated company or an interested party (10) Education and employment: Businessman (11) Is not a relative of another interested party in the corporation (12) Served as a director until March 17, 2005 8. (1) Name: BORIS DICKERMAN (2) Date of appointment: October 20, 2004 (3) ID No. 067113704 (4) Year of birth: 1951 (5) Nationality: Israeli (6) Address: 15 Raziel street, Ramat Gan (7) Member of the Board of Directors' audit committee (8) Outside director: Yes (9) Not employed by the Company, a subsidiary, an affiliated company or an interested party (10) Education and employment: Holds a Bachelor's degree in architecture and urban planning Self-employed architect (11) Is not a relative of another interested party in the corporation (12) Served as a director until March 17, 2005
REGULATION 26A: SENIOR OFFICERS OF THE COMPANY 1. (1) Name: MOSHE ARKIN (2) Date of appointment: January 1, 2001 (3) ID No. 51643062 (4) Year of birth: 1952 (5) President of Agis Industries (1983) Ltd. (6) President of subsidiaries of Agis Industries (1983) Ltd. (7) Education and employment: Holds a Bachelor's degree in Psychology from Tel-Aviv University Until December 31, 2000, served as CEO of Agis Industries (1983) Ltd. and its subsidiaries. Serves as the Chairman of the Board of Directors of Clay Park Labs Inc. since October 1994, as Chairman of the Board of Directors of Careline (Pharmagis) Ltd. and its subsidiaries and chairman of the board of directors of Neca Chemicals (1952) Ltd. since March 1997, and as the CEO and Chairman of the Board of Directors of private companies that he controls.
C - 11 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26A: SENIOR OFFICERS OF THE COMPANY (continued) 2. (1) Name: REFAEL LEBEL (2) Date of appointment: August 13, 2003 (3) ID No. 54666151 (4) Year of birth: 1956 (5) Is not a relative of another interested party in the corporation (6) CEO of Agis Industries (1983) Ltd. (7) Education and employment: Qualified CPA, holding a Bachelor's degree in economics and accounting and Master's degrees in both business management and law from Bar Ilan University. Served as CFO of Agis Industries (1983) Ltd. and its subsidiaries from January 2001 until August 2003. From 1988 until December 31, 2000, served as the controller and head of finance of Agis Industries (1983) Ltd. and its subsidiaries. Member of the Board of Directors of Agis Industries (1983) Ltd. since 1999. Member of the Board of Directors of Clay Park Labs Inc. since 2002 and Vice President of the company since October 1994. CEO and Company Secretary of Agis Industries (1983) Ltd. CEO of subsidiaries of Agis Industries (1983) Ltd. Member of the Board of Directors of Neca Chemicals (1952) Ltd. since March 1997. Member of the Board of Directors of Meditor Pharmaceuticals Ltd. since August 2000. 3. (1) Name: FREDDY SHAVIV (2) Date of appointment: January 1, 2002 (3) ID No. 68790625 (4) Year of birth: 1949 (5) Is not a relative of another interested party in the corporation (6) CEO of Chemagis Ltd. and VP Operations of Agis Industries (1983) Ltd. (7) Education and employment: Holds a degree in chemical engineering. Serves as CEO of Chemagis Ltd. Serves as VP Operations of Agis Industries (1983) Ltd. 4. (1) Name: GIORA CARNI (2) Date of appointment: 1992 (3) ID No. 8396855 (4) Year of birth: 1946 (5) Vice President of Agis Industries (1983) Ltd. (6) President and CEO of Clay Parks Labs Inc. (ceased his appointment during 2004). (7) Is not a relative of another interested party in the corporation (8) Education and employment: Holds a Bachelor's degree in industrial engineering from the Haifa Technion. Serves as President and CEO of Clay Parks Labs Inc. and also as Vice President of Agis Industries (1983) Ltd. and its subsidiaries. Served on the Board of Agis Industries (1983) Ltd. From 1992 until December 2001. Served on the Board of Clay Park Labs Inc. until November 2004.
C - 12 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- C - 13 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26A: SENIOR OFFICERS OF THE COMPANY (continued) 5. (1) Name: ADAM LEVITT (2) Date of appointment: November 1, 2004 (3) ID No. 110527356 (4) Year of birth: 1957 (5) President and CEO of Clay Parks Labs Inc. (6) Is not a relative of another interested party in the corporation (7) Education and Bachelor's degree in pharmacy. employment: Master's degree in business management. Vice President of Dr. Reddy's Laboratories. Senior vice president of various drug companies. 6. (1) Name: HAIM REGEV (2) Date of appointment: October 1996 (3) ID No. 8993693 (4) Year of birth: 1944 (5) None (6) Member of the Board of Directors of subsidiaries of Careline (Pharmagis) Ltd. and Neca Chemicals (1952) Ltd. (7) Is not a relative of another interested party in the corporation (8) Education and Academic education employment: Served as Deputy CEO of Careline (Pharmagis) Ltd. from January 1996 until his appointment as CEO of Careline (Pharmagis) Ltd. since January 1996 and as CEO of Neca Chemicals (1952) Ltd. from September 1999 until January 2003. 7. (1) Name: ELHANAN SHAKED (2) Date of appointment: February 2003 (3) ID No. 051052638 (4) Year of birth: 1954 (5) Brother of Mr. Nahum Shenkel (6) Joint CEO of Careline, Neca and Natural Formula (7) Education and Served as CEO of Nesh Cosmetics Ltd. until employment: December 31, 2003. 8. (1) Name: NAHUM SHENKEL (2) Date of appointment: February 2003 (3) ID No. 030497929 (4) Year of birth: 1948 (5) Brother of Mr. Elhanan Shaked (6) Joint CEO of Careline, Neca and Natural Formula (7) Education and Served as CEO of Nesh Cosmetics Ltd. until employment: December 31, 2003. C - 14 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26A: SENIOR OFFICERS OF THE COMPANY (continued) 9. (1) Name: STEFAN CZERKAZ (2) Date of appointment: 1994 (3) ID No. 65312225 (4) Year of birth: 1937 (5) Is not a relative of another interested party in the corporation (6) VP Product Development and Intellectual Property of Agis Industries (1983) Ltd. (7) Education and Holds a Doctorate in engineering and chemistry employment: from the Technion. Holds a Master's degree in chemistry from Tel-Aviv University. Holds a Bachelor's degree in chemistry from Tel-Aviv University. Serves as VP Product Development and Intellectual Property of Agis Industries (1983) Ltd. 10. (1) Name: DOV FELDMAN (2) Date of appointment: September 2003 (3) ID No. 13800941 (4) Year of birth: 1964 (5) Is not a relative of another interested party in the corporation (6) VP Finance of Agis Industries (1983) Ltd. and its subsidiaries (7) Education and Qualified CPA; holds a Bachelor's degree in employment: economics and accounting and a Master's degree in law from Bar Ilan University. Serves as VP Finance of Agis Industries (1983) Ltd. and its subsidiaries since September 2003. Served as head of finance of Agis Industries (1983) Ltd. and its subsidiaries from January 2001 until September 2003. 11. (1) Name: DINA HANUNA (2) Date of appointment: September 2003 (3) ID No. 068601129 (4) Year of birth: 1961 (5) Is not a relative of another interested party in the corporation (6) VP Finance of Agis Industries (1983) Ltd. and its subsidiaries (7) Education and Qualified CPA; holds a Bachelor's degree in employment: business management and economics from Bar Ilan University and a Bachelor's degree in accounting from Tel-Aviv University. Serves as VP Finance of Agis Industries (1983) Ltd. and its subsidiaries since September 2003. Served as head of finance of Agis Industries (1983) Ltd. and its subsidiaries from January 2001 until September 2003. C - 15 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26A: SENIOR OFFICERS OF THE COMPANY (continued) 12. (1) Name: SHARON KOCHAN (2) Date of appointment: September 2002 (3) ID No. 23902950 (4) Year of birth: 1968 (5) Is not a relative of another interested party in the corporation (6) Vice President of Business Development in Agis Industries (1983) Ltd. (7) Education and Masters Degree in Industry and Management, employment: Columbia University, New York. Bachelor's Degree in Industry and Management, Tel-Aviv University. Has served as Vice President of Busines Development in Agis Industries (1983) Ltd. since 2002. 13. (1) Name: ZEHAVA MOSKOVITZ (2) Date of appointment: September 2003 (3) ID No. 51678480 (4) Year of birth: 1952 (5) Is not a relative of another interested party in the corporation (6) Vice President of Pharmaceuticals Division in Agis Industries (1983) Ltd. (7) Education and Serves as Vice President of Pharmaceuticals employment: Division in Agis Industries (1983) Ltd. since September 2003. Served as Manager of the Pharmaceuticals Division in Agis Industries (1983) Ltd. until September 2003. 14. (1) Name: SHLOMI LEIBOVITZ (2) Date of appointment: September 2003 (3) ID No. 59069294 (4) Year of birth: 1964 (5) Is not a relative of another interested party in the corporation (6) Vice President of Trade in Agis Industries (1983) Ltd. (7) Education and Masters in Business Administration, Bar Ilan employment: University. Bachelors degree in Economics, Haifa University. Has served as Vice President of Trade in Agis Industries (1983) Ltd. since September 2003. Serves as Manager of Trade in Agis Industries (1983) Ltd. until September 2003. C - 16 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26A: SENIOR OFFICERS OF THE COMPANY (continued) 15. (1) Name: AVI SHOVA (2) Date of appointment: September 2003 (3) ID No. 70798269 (4) Year of birth: 1945 (5) Is not a relative of another interested party in the corporation (6) Vice President of Logistics Agis Industries (1983) and subsidiaries (7) Education and Industrial and Managerial Engineer. employment: Bachelors degree in Logistics. Serves as Vice President Logistics in Agis Industries (1983) Ltd. and its subsidiaries since September 2003. Served as Manager of Logistics Agis Industries (1983) Ltd. and its subsidiaries until September 2003. Served as Chairman of the Board of Danagis Ltd. since January 2002. 16. (1) Name: DR. AMIRA ZEEVI (2) Date of appointment: September 2003 (3) ID No. 54267380 (4) Year of birth: 1956 (5) Is not a relative of another interested party in the corporation (6) Vice President of Product Development in Agis Industries (1983) Ltd. (7) Education and PhD in Biochemistry and Pharmacy. employment: Serves as Vice President of Product Development in Agis Industries (1983) Ltd. since September 2003. Served as Manager of Product Development in Agis Industries (1983) Ltd. until September 2003. 17. (1) Name: YECHIEL OFFIR (2) Date of appointment: September 2003 (3) ID No. 96244124 (4) Year of birth: 1948 (5) Is not a relative of another interested party in the corporation (6) Vice President IT in Agis Industries (1983) Ltd. (7) Education and Has served as Vice President IT in Agis employment: Industries (1983) Ltd. since September 2003. Served as Manager of IT in Agis Industries (1983) Ltd. until September 2003. Bachelors degree in Computer Sciences from Pace University, New York C - 17 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26A: SENIOR OFFICERS OF THE COMPANY (continued) 18. (1) Name: SHALOM TETRO (2) Date of appointment: 1988 (3) ID No. 371898 (4) Year of birth: 1940 (5) Is not a relative of another interested party in the corporation (6) General Manager of Diagnostics Division - Tayco (7) Education and Serves as General Manager of Diagnostics Division employment: - Tayco. 19. (1) Name: DAFNA NECHUSHTAN (2) Date of appointment: September 2003 (3) ID No. 56764632 (4) Year of birth: 1961 (5) Is not a relative of another interested party in the corporation (6) Vice President Human Resources in Agis Industries (1983) Ltd. and subsidiaries (7) Education and Bachelors Degree in Business Administration employment: Has served as Vice President of Human Resources in Agis Industries (1983) Ltd. and subsidiaries since September 2003. Served as Human Resources Manager until September 2003. C - 18 (AGIS LOGO) -------------------------------------------------------------------------------- PERIODIC REPORT 2004 -------------------------------------------------------------------------------- REGULATION 26A: SENIOR OFFICERS OF THE COMPANY (continued) 20. (1) Name: DAN BIRNBAUM (2) Date of appointment: 1992 (3) ID No. 052180577 (4) Year of birth: 1953 (5) None (6) Internal Auditor (7) Is not a relative of another interested party in the corporation (8) Education and Certified Public Accountant, in last five years, employment: has served as a self-employed accountant. REGULATION 27: CORPORATION'S ACCOUNTANT Name: Kesselman & Kesselman, Certified Public Accountants Address: 25 Hamered Street, Tel-Aviv --------------------------- AGIS INDUSTRIES (1983) LTD.
SIGNATORIES POSITIONS ----------- --------- Moshe Arkin Member of the Board of Directors Refael Lebel Chief Executive Officer
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