エドガーで原本を確認する
|
TAT TECHNOLOGIES LTD.
(Registrant)
|
|||
|
|
By:
|
/s/ Ehud Ben-Yair | |
|
Ehud Ben-Yair
|
|||
|
Chief Financial Officer
|
|||
| 1. |
Approval of the renewal and amendment of the Company’s Compensation Policy for an additional three (3) years;
|
| 2. |
Approval of the amendments to the compensation terms of the Company's President and Chief Executive Officer, Mr. Igal Zamir;
|
| 3. |
Approval of the grant of a one-time special bonus for the Company's Chief Financial Officer, Mr. Ehud Ben Yair;
|
| 4. |
Approval of the grant of Options to purchase shares of the Company to Mr. Amos Malka, the active chairman of the board of directors of the Company;
|
| 5. |
Approval of the amended and restated Company's 2022 Stock Option Plan; and
|
| 6. |
Approval of an increase in the authorized share capital of the Company and the corresponding amendment of the Articles of Association of the Company to reflect this change.
|
|
By the Order of the Board of Directors,
|
|
|
/s/ Ehud Ben-Yair, CFO
Dated: February 11, 2025 |
| 1. |
Approval of the renewal and amendment of the Company’s Compensation Policy for an additional three (3) years;
|
| 2. |
Approval of the amendments to the compensation terms of the Company's President and Chief Executive Officer, Mr. Igal Zamir;
|
| 3. |
Approval of the grant of a one-time special bonus for the Company's Chief Financial Officer, Mr. Ehud Ben Yair;
|
| 4. |
Approval of the grant of Options to purchase Shares of the Company to Mr. Amos Malka, the active chairman of the board of directors of the Company;
|
| 5. |
Approval of the amended and restated Company's 2022 Stock Option Plan; and
|
| 6. |
Approval of an increase in the authorized share capital of the Company and the corresponding amendment of the Articles of Association of the Company to reflect this change.
|
|
Name
|
Number of
Ordinary Shares Beneficially Owned (1) |
Percentage of
Ownership (2)
|
|
FIMI Funds (3)
|
2,905,202
|
26.55%
|
|
Meitav Dash (4)
|
1,558,254
|
14.25%
|
|
Y.D.More Investments (5)
|
1,213,859
|
10.99%
|
|
|
a) |
Shift from Base Salary to Fixed Compensation structure - we have updated the compensation terminology to reflect total employment cost rather than base salary only, providing a more comprehensive
view of the compensation package.
|
|
|
b) |
Section 5.3 - Updated compensation caps and thresholds - revised figures for executives' compensation limits, as presented in Section 5.3 of the Compensation Policy as follows (maximum annual Fixed Compensation):
|
|
Executive Level
|
Maximum
|
|
Active Chairman
|
NIS 600K (for 35% of a full time position and a proportion of this amount to a different percentage of services).
|
|
CEO
|
US$ 470 K (for a full time position).
|
|
Other Executives
|
(1) In Israel - NIS 1,095 K (for a full time position); and (2) Outside of Israel - with respect to a Chief Executive Officer and or Presidents and or General Manager of a subsidiary of the
Company and Executives outside of Israel - US$ 410 K (for a full time position).
|
|
|
c) |
Section 5.5 - Variable Compensation Table - We updated the ratios between Fixed and Variable compensation components in alignment with the shift from Base Salary to Fixed Compensation structure
mentioned above and revised ratios as detailed below:
|
|
Executive Level
|
Variable Compensation
|
|
|
Cash incenstive compensation
|
Long term equity based compensation
|
|
|
Active Chairman
|
Up to 3 monthly Fixed Compensation or the equivalent thereof.
|
Up to 13 monthly Fixed Compensation or the equivalent thereof.
|
|
CEO
|
Up to 6.7 monthly Fixed Compensation or the equivalent thereof.
|
Up to 18.3 monthly Fixed Compensation or the equivalent thereof.
|
|
Other Executives
|
Up to 6 monthly Fixed Compensation or the equivalent thereof.
|
Up to 15.4 monthly Fixed Compensation or the equivalent thereof.
|
|
|
d) |
Section 9.1 - Relocation - We added specific parameters for the global relocation expense reimbursement as presented in Section 9.1 of the Compensation Policy.
|
|
Name and Principal Position(2)
|
Base Salary
|
Benefits and
Perquisites(3) |
Variable Compensation(4)
|
Equity-Based Compensation(5)
|
Total
|
|
Igal Zamir, CEO and President
|
339
|
129.76
|
254.12
|
20.49
|
743.37
|
| (I) |
First Proposed Resolution – Grant of 200,000 Options to purchase shares of the Company:
|
|
|
a) |
150,000 Options will be granted after receiving the required approvals and signing of a new employment agreement as part of Mr. Zamir relocation.
|
|
|
b) |
50,000 Options will be granted in August 2025.
|
| (II) |
Second Proposed Resolution – Grant of one-time a special bonus equivalent to two monthly salaries:
|
|
|
a) |
As mentioned above, Mr. Zamir has led a comprehensive restructuring of the Company’s organizational framework and business operations, while successfully negotiating and securing several large-scale strategic agreements. The transformative
initiatives he spearheaded have resulted in record-breaking performance and a significant increase in shareholder value.
|
|
|
b) |
The benefit inherent in the proposed changes is expected to enhance the motivation of the CEO to further promote the Company’s business activities for the benefit of the Company and its shareholders.
|
|
|
c) |
The high value of the Options is directly attributable to the strategy implemented by Mr. Zamir within the Company.
|
|
|
d) |
Mr. Zamir's current compensation is well below the compensation offered to CEO in similar size and value US companies (as presented by a comparative analysis detailed below), and therefore the compensation amendments are more than
reasonable and appropriate, aligned with market conditions, and intended to promote the Company’s goals, work plan, and policies, and align with the interests of the Company and its shareholders. For the purpose of reviewing the proposed
decisions, attached is a copy of the comparative analysis conducted by Pay Governance LLC (independent firm that serves as a trusted advisor on executive compensation matters to board and compensation committees) of the terms of office and
employment of the CEO and CFO in comparison to other CEOs and CFOs at companies comparable to the Company, attached hereto as Appendix B.
|
|
|
e) |
The proposed one-time special bonus and proposed Options grants are in exception to the Company's current compensation policy of the Company. Nevertheless, after taking into account the proposed compensation amendments, they are still well
below the median bonus and Options offered to CEO's in similar size companies in the US (as presented by the comparative analysis noted above).
|
|
|
f) |
The one-time special bonus serves as an important retention tool for a key executive who has demonstrated consistent performance since joining TAT in 2016.
|
|
|
g) |
The cost of the two-month salary bonus is justified given the significant financial benefits achieved through the fundraising effort and overall Company performance.
|
|
|
h) |
The proposed compensation, including the compensation that deviates from the compensation policy, is appropriate, reasonable, and in the best interest of the Company, and it does not have an adverse effect on labor relations within the
Company.
|
| (I) |
"RESOLVED, TO APPROVE THE GRANT OF 200,000 OPTIONS FOR ORDINARY SHARES OF THE COMPANY TO MR. IGAL ZAMIR, AS AN EXCEPTION TO THE COMPENSATION POLICY OF THE COMPANY, IN ACCORDANCE WITH THE TERMS DETAILED
ABOVE."
|
| (II) |
"RESOLVED, TO APPROVE THE PROPOSED TWO-MONTH SALARY ONE-TIME SPECIAL BONUS TO MR. IGAL ZAMIR, AS AN EXCEPTION TO THE COMPENSATION POLICY OF THE COMPANY, IN ACCORDANCE WITH THE TERMS DETAILED ABOVE."
|
|
Name and Principal Position(2)
|
Base Salary
|
Benefits and
Perquisites(3) |
Variable Compensation(4)
|
Equity-Based Compensation(5)
|
Total
|
|
Ehud Ben-Yair, CFO
|
324
|
27.6
|
154
|
95.57
|
601.17
|
|
|
a) |
The benefit inherent in the proposed resolution is expected to enhance the motivation of the CFO to further promote the Company’s business activities for the benefit of the Company and its shareholders. For the purpose of reviewing the
proposed decisions, attached as Appendix B is a copy of the comparative analysis conducted by Pay Governance LLC (independent firm that serves as a trusted advisor on executive compensation matters to
board and compensation committees) of the terms of office and employment of the CEO and CFO in comparison to other CEOs and CFOs at companies comparable to the Company.
|
|
|
b) |
The grant of the bonus to Mr. Ehud Ben-Yair, the Chief Financial Officer of the Company, is reasonable and appropriate, aligned with market conditions, and intended to promote the Company’s goals, work plan, and policies, while aligning
the interests of the Company’s CFO with those of its shareholders.
|
|
|
c) |
The one-time special bonus serves as an important retention tool for a key executive who has demonstrated consistent performance since joining TAT in 2018.
|
|
|
d) |
The cost of the two-month salary bonus is justified given the significant financial benefits achieved through the fundraising effort and overall Company performance.
|
|
|
e) |
The proposed one-time special bonus is in exception to the current compensation policy of the Company.
|
|
|
f) |
The proposed one-time special bonus is appropriate, reasonable, and in the best interest of the Company, and it does not have an adverse effect on labor relations within the Company.
|
|
By the Order of the Board of Directors,
|
|
/s/ Ehud Ben-Yair, CFO
Dated: February 11, 2025
|
| I. |
OVERVIEW
|
| 1. |
Definitions
|
|
Company
|
TAT TECHNOLOGIES LTD.
|
|
Law
|
The Israeli Companies Law 5759-1999 and any regulations promulgated under it, as amended from time to time.
|
|
Amendment 20
|
Amendment to the Law which was entered into effect on December 12, 2012.
|
|
Compensation Committee
|
A committee appointed in accordance with section 118A of the Law.
|
|
Office Holder
|
Director, CEO, any person filling any of these positions in a company, even if he holds a different title, and any other excutive subordinate to the CEO, all as defined in section 1 of
the Law.
|
|
Executive
|
Office Holder, excluding a director.
|
|
Terms of Office and Employment
|
Terms of office or employment of an Executive or a Director, including the grant of an exemption, an undertaking to indemnify, indemnification or insurance, separation package, and any
other benefit, payment or undertaking to provide such payment, granted in light of such office or employment, all as defined in section 1 of the Law.
|
|
Total Cash Compensation
|
The total annual cash compensation of an Executive, which shall include the total amount of: (i) the annual base salary; and (ii) the On Target Cash Plan.
|
|
Equity Value
|
The annual total equity value will be calculated on a linear basis, based on the equity value (valued using the same methodology used in the financial statements of the Company on the
date of approval of the Equity Based Components by the Company's Board of Directors) divided by the number of vesting years.
|
|
Total Compesation
|
The Total Cash Compensation and the annual Equity Value.
|
|
Base Salary
Additional Benefits
|
Monthly gross salary and/or monthly management fees, including related benefits, paid to the officer in consideration for their work.
Shell includes, inter alia, social benefits as prescribed by law (pension savings, contributions towards severance pay, contributions towards training fund, vacation pay, sick leave,
recreation pay, etc.) and related benefits, such as company vehicle/vehicle maintenance, telephone expenses, gifts on public holidays, etc., not take into account Relocation expenses.
;
|
|
Fixed Compensation
|
Base Salary and Additional Benefits
|
| 2. |
General
|
|
|
2.1. |
This compensation policy ("the Policy"), was formulated during an internal process conducted at the Company in compliance with the provision of Amendment 20, and is based on the Company's will to
properly balance between its will to reward Office Holders for their achievements and the need to ensure that the Total Compensation is in line with the Company's benefit and overall strategy over time.
|
|
|
2.2. |
The purpose of the Policy is to set guidelines for the compensation manner of the Company's Officer Holders. The Company's management and its Board of Directors deem all of the Office Holders of the Company as partners in the Company's
success and consequently, derived a comprehensive view with respect to the Company's Office Holders' Compensation. This document presents the indices that derived from the principles of the formulated Policy, as specified hereunder.
|
|
|
2.3. |
It is hereby clarified that no statement in this document is intended to vest any right to the Office Holders to whom the principles of the 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.
|
|
|
2.4. |
The indices presented in the Policy 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.
|
|
|
2.5. |
The Policy is intended to align between the importance of incentivizing Executives to reach personal targets and the need to assure that the overall compensation meets our Company's long term strategic performance and financial
objectives. The policy provides our Compensation Committee and our Board of Directors with adequate measures and flexibility, to tailor each of our Executive's compensation package based, among others, on geography, tasks, role,
seniority, and capability.
|
|
|
2.6. |
The Policy shall provide the Board of Directors with guidelines for exercising discretion under the Company’s equity plans.
|
|
|
2.7. |
For the avoidance of doubt, it is clarified that in case of any amendment made to provisions of the Law and any other relevant rules and regulations in a manner that will facilitate the Company regarding its actions related to Officer
compensation, the Company may be entitled to follow these provisions even if they contradict the principles of this Compensation Policy.
|
|
|
2.8. |
This Compensation Policy does not derogate from any agreements or compensation terms approved prior to the approval of this Compensation Policy. It is hereby clarified that if the Company shall acquire another company or new activity,
then the compensation terms of mangers of such acquired company or activity that become, after the acquisition Office Holders in the Company, shall not change for a period of six (6) months after the acquisition (even if their
compensation terms exceed the limitations on compensation set forth in this Policy). During such six-month period, the Company will make reasonable efforts to revise their compensation terms in accordance with applicable law.
Notwithstanding the foregoing, if the compensation terms of such mangers exceed the limitations on compensation set forth in this Policy, and the Company cannot amend such compensation after making reasonable efforts to do so, then the
compensation of such managers of the acquired entity may not be amended in accordance with the terms of the Policy.
|
| 3. |
Principles of the Policy
|
|
|
3.1. |
The Policy shall guide the Company’s management, Compensation Committee and Board of Directors with regard to the Office Holders' compensation.
|
|
|
3.2. |
The Policy shall be reviewed from time to time by the Compensation Committee and the Board of Directors, to ensure its compliance with applicable laws and regulations as well as market practices, and its conformity with the Company’s
targets and strategy. As part of this review, the Board of Directors will analyze the appropriateness of the Policy in advancing achievement of its goals, considering the implementation of the Policy by the Company during previous years.
|
|
|
3.3. |
Any proposed amendment to the Policy shall be brought up to the approval of the Shareholders of the Company and the Policy as a whole shall be re-approved by the Shareholders of the Company at least once every three years, or as
otherwise required by Law. However, to the extent permitted by law, if the shareholders 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 shareholders, the adoption of the Policy is for the benefit of the Company.
|
|
|
3.4. |
The compensation of each Office Holder shall be subject to mandatory or customary deductions and withholdings, in accordance with the applicable local laws.
|
| II. |
Executive Compensation
|
| 4. |
When examining and approving Executives’ Terms of Office and Employment, the Compensation Committee and Board members shall review the following factors and shall include them in their considerations and reasoning:
|
|
|
4.1. |
Executive’s education, skills, expertise, professional experience and specific achievements.
|
|
|
4.2. |
Executive’s role and scope of responsibilities and in accordance with the location in which such Executive is placed.
|
|
|
4.3. |
Executive’s previous compensation.
|
|
|
4.4. |
The Company’s performance and general market conditions.
|
|
|
4.5. |
The ratio between Executives' compensation, including all components of the Executives' Terms of Office and Employment, and the salary of the Company’s employees, in particular with regard to the average and median ratios, and the
effect of such ratio on work relations inside the Company, as defined by the Law.
|
|
|
4.6. |
Comparative information, as applicable, as to former Executives in the same position or similar positions, as to other positions with similar scopes of responsibilities inside the Company, and as to Executives in peer companies. The
peer group for the purpose detailed below shall include not less than 4 public companies listed on the Tel Aviv Stock Exchange ("TASE") similar in parameters such as total revenues, market cap,
industry and number of employees. The comparative information, as applicable, shall address the base salary, target cash incentives and equity and will rely, as much as possible, on reputable industry surveys.
|
|
|
4.7. |
The compensation of each Executive shall be composed of, some or all, of the following components:
|
|
|
a) |
Fixed components, which shall include, among others: base salary and benefits as may be customary under local customs.
|
| b) |
Variable components, which may include: cash incentives and equity based compensation.
|
| c) |
Separation package;
|
|
|
d) |
Directors & Officers (D&O) Insurance, indemnification and exemption; and
|
| e) |
Other components, which may include: change in control, relocation benefits, special bonus, etc.
|
| 4.8. |
Our philosophy is that our Executives’ compensation mix shall comprise of, some or all, of the following components: annual base salary, performance-based cash incentives and long-term equity based compensation, all in accordance with
the position and responsibilities of each Executive, and taking into account the purposes of each component, as presented in the following table:
|
|
Compensation Component
|
|
Purpose
|
|
Compensation Objective Achieved
|
|
Annual base salary
|
|
Provide annual cash income based on the level of responsibility, individual qualities, past performance inside the Company, past experience inside and outside the Company.
|
|
• Individual role, scope and capability based compensation
• Market competitiveness in attracting Executives.
|
|
Performance-based cash
incentive compensation
|
|
Motivate and incentivize individual towards reaching Company, department and individual's periodical and long-term goals and targets.
|
|
• Reward periodical accomplishments
• Align Executive’ objectives with Company, department and individual's objectives
• Market competitiveness in attracting Executives
|
|
Long-term equity-based
Compensation
|
|
Align the interests of the individual with the Shareholders of the Company, by creating a correlation between the Company’s success and the value of the individual holdings
|
|
• Company performance based compensation
• Reward long-term objectives
• Align individual's objectives with shareholders’ objectives
|
| 4.9. |
The compensation package shall be reviewed with each Executive at least once a year, or as may be required from time to time.
|
|
|
5. |
Fixed compensation
|
|
|
5.1. |
The Fixed Compensation shall be determined in accordance with the criterias and considerations as detailed in Section 4 above and shall be approved by the Compensation
Committee.
|
| 5.2. |
The Fixed Compensation shall not be automatically linked.
|
| 5.3. |
The annual Fixed Compensation for an Office
|
|
Executive Level
|
Maximum
|
|
Active Chairman
|
NIS 600K (for 35% of a full time position and a proportion of this amount to a different percentage of services).
|
|
CEO
|
US$ 470 K (for a full time position)).
|
|
Other Executives
|
(1) In Israel - NIS 1,095 K (for a full time position); and (2) Outside of Israel - with respect to a Chief
Executive Officer and or Presidents of a subsidiary and or General Manager of the Company and Executives outside of Israel - US$ 410 K (for a full time position).
|
|
|
5.4. |
In the event an Office Holder provides services to the Company as an independent contractor or via a management company controlled by said Office Holder, and get paid through the issuance of an invoice, then the provisions of the
Policy shall apply to him/her mutatis mutandis and for all purposes in this policy, the base salary for such an Office Holder shall be extracted from actual payment based on normal rate of
employment cost.
|
| 5.5. |
In order to ensure allignment of all components of the Total Compensation, the appropriate ratio between the Fixed compensation of Office Holders' and their Variable Compensation, in terms of full time position for a given year, are
as detailed below:
|
|
|
Variable Compensation
|
|
|
Executive Level
|
Cash incenstive compensation
|
Long term equity based compensation
|
|
Active
Chairman
|
Up to 3 monthly Fixed Compensation or the
equivalent thereof.
|
Up to 13 monthly Fixed Compensation or the equivalent thereof.
|
|
CEO
|
Up to 6.7 monthly Fixed Compensation or the equivalent thereof.
|
Up to 18.3 monthly Fixed Compensation or the equivalent thereof.
|
|
Directors
|
NONE.
|
See section 12 below
|
|
Other
Executives
|
Up to 6 monthly Fixed Compensation or the equivalent thereof.
|
Up to 15.4 monthly Fixed Compensation or the equivalent thereof.
|
|
|
5.6. |
Benefits:
|
| 5.6.1. |
Benefits granted to Executives shall include any mandatory benefit under applicable law, as well as, part or all, of the following components:
|
|
|
5.6.2. |
Pension plan/ Executive insurance as customary.
|
| 5.6.3. |
Benefits which may be offered as part of the general employee benefits package (such as: pension fund, study fund) in accordance with the local practice of the Company.
|
| 5.6.4. |
An Executive will be entitled to sick days and other special vacation days (such as recreation days), as required under local standards and practices.
|
| 5.6.5. |
An Executive will be entitled to vacation days, in correlation with the Executive’s seniority and position in the Company (generally up to 30 days annualy), and subject to the minimum vacation days requirements per country of
employment as well as the local national holidays.
|
| 5.6.6. |
Reasonable expenses, including vehicle, daily newspaper, cellphone and meals.
|
| 6. |
Variable Components
|
|
|
6.1. |
When determining the variable components as part of an Executive's compensation package, the contribution of the Executive to the achievement of the Company’s goals, revenues, profitability and other key performance indicators ("Targets") shall be considered, taking into account Company and department’s long term perspective and the Executive’s position.
|
| 6.2. |
Variable compensation components shall be comprised of (i) cash components which shall be mostly based on measurable criteria or non-measurable targets; and (ii) equity components, all taking into consideration periodical and a long
term perspective.
|
|
|
6.3. |
The Board of Directors shall have the absolute discretion to reduce or cancel any cash incentive.
|
| 6.4. |
Variable Cash Incentive Plan
|
|
|
6.4.1. |
The Compensation Committee and Board of Directors may adopt, from time to time, a Cash Incentive Plan, which will set forth for each Executive targets which form such Executive's on target Cash payment (which shall be referred to as
the “On Target Cash Plan”) and the rules or formula for calculation of the On Target Cash Plan payment once actual achievements are known.
|
| 6.4.2. |
The Compensation committee and Board of Directors may include, inter- alia, in the On Target Cash Plan predetermined thresholds and caps, to corelate an Executive’s On Target Cash Plan payments with actual achievements.
|
| 6.4.3. |
The annual On Target Cash Plan actual payment for the Active Chairman, the CEO and other Executives in a given year shall be capped as determined by our Board of Directors, but in no event shall exceed the ratio set forth in the table
in clause 5.5 above.
|
| 6.4.4. |
The CEO, Active Chairman and other Executives' individual On Target Cash Plan may be composed based on the mix of (i) the Company Target (as defined below); (ii) Personal Target; and (iii) Personal Evaluation. The weight to be assigned
to each of the components per each of the executives shall be as set forth in the table below.
|
|
Active Chairman
|
CEO
|
Other Executives
|
|
|
Company Target
|
100%
|
75% - 100%
|
50% - 100%
|
|
Personal Target
|
NONE
|
NONE
|
0% - 30%
|
|
Personal Evaluation
|
NONE
|
0% - 25%
|
0% - 20%
|
| 6.4.5. |
Without derogating from the foregoing, the annual bonus may be conditional on financial or other threshold conditions in accordance with a list of measurable targets that will be determined by the board of directors of the Company from
time to time, such as sales turnover, gross profit, operating profit, pre-tax profit, net profit and relevant operating targets, as determined for the Other Executives, such as compliance with budgetary targets, level of inventory,
collections and profitability targets, and so forth (If such threshold condition is determined), failure to meet the lower threshold for the distribution of an annual bonus will mean that an annual bonus will not be earned (the "Annual Bonus Threshold").
|
| 6.4.6. |
Notwithstanding the foregoing, the board of directors may, in exceptional cases, following the recommendation of the CEO of the Company, approve the grant of a partial bonus, notwithstanding that the Annual Bonus Threshold has not been
met in an amount of up to 3 salaries. This will be under special circumstances in which, in light of the efforts of the Executive and his great investment in his position in the previous year, it is decided that it is appropriate to award
the Executive with the bonus in the framework of the Executive’s compensation, notwithstanding the failure to meet the Annual Bonus Threshold so as to incentivize him and compensate him in respect of his investment in the Company.
|
| 6.4.7. |
Personal evaluation: the Company's CEO shall present his personal evaluation of Executive reporting to the CEO to the Company's Compensation Committee and to the Board of Directos. This evaluation shall relate, inter alia, to
nonfinancial indices, including the Executive's long term contribution and his/her long term performance. The CEO's personal evaluation shall be presented to the Compensation Committee and to the Board of Directors by the Chairman of the
Board, according to the evaluation principles set above with relation to all other Executives.
|
| 6.4.8. |
It is hereby clarified that the aggregate weight to be assigned to all five of the aforesaid categories in a cash incentives formula shall be 100% and in no event shall exceed the ratio set forth in the table in clause 5.5
above.
|
| 6.4.9. |
In the event that the Company's strategic targets shall be amended by the Board of Directors during a particular year and/or there is a change to the Executive’s responsibilities and/or scope of employment - the Board of Directors
shall have the authorization to determine whether, and in which manner, such amendment shall apply to the On Target Cash Plan.
|
| 6.4.10. |
The Board of Directors will be authorized to define certain events as exceptional and extra-ordinary to the Company’s ordinary course of business, in which case the compensation committee will have the ability to adjust their impact
when calculating any of the Company’s targets and Personal Targets. It shall be noted that Company’s Targets and/or Personal Targets impacted by this section with respect to the Active Chairman and CEO, shall be brought for the approval
of the General Meeting in accordance with the Law.
|
| 6.4.11. |
The entitlement to the On Target Cash Plan in respect of a particular year shall be conferred on an Executive where such Executive rendered services or was employed with the Company for a period of at least 6 months during that
particular year - and the amount thereof shall be relative to the period of employment with the Company during that particular year.
|
| 6.4.12. |
In the event of termination of the relationship following "Cause" as defined below, such Executive shall not be entitled to any payments in accordance with his/her On Target Cash Plan which have not yet been paid prior to the date of
said termination, unless otherwise determined by the Board of Directors.
|
| 6.4.13. |
For the avoidance of doubt, it is hereby clarified that payments under the On Target Cash Plan shall not be deemed to be a salary, for all intents and purposes, and it shall not confer any social rights.
|
| 6.4.14. |
The Company will include in its year-end filings (i.e. Annual 20F), with respect to the Active Chairman and the CEO, an explanation as to how their On Target Cash Plan was calculated, including: their predetermined Company Targets,
Personal Targets and Personal Evaluation for that particular year; the mix and weights; and the extent of achieving them.
|
|
|
6.5. |
Equity Based Compensation
|
|
|
6.5.1. |
The Company may grant its Executives, from time to time, equity based compensation, which may include any type of equity, including, without limitation, any type of shares, options, restricted share units (RSUs), share appreciation
rights, restricted shares or other shares based awards (“Equity Based Components”), either under the Company's existing Stock Option Plan or future equity
plan (as may be adopted by the Company), and subject to any applicable law.
|
| 6.5.2. |
The amount of equity based compensation granted via RSUs units and restricted shares, will not exceed the amount of 25% of the equity based compensation or the maximum Annual Value equal to the cost of three (3) Base Salaries of the
officer to which the equity based compensation was granted.
|
| 6.5.3. |
The Company believes that it is not in its best interest to limit the exercise value of Equity Based Components.
|
| 6.5.4. |
Equity Based Components for Executives shall be in accordance with and subject to the terms of our existing or future equity plan and shall vest in installments throughout a period which shall not be shorter than 3 years with at least
a 1 year cliff taking into account adequate incentives in a long term perspective.
|
| 6.5.5. |
The total yearly Equity Value granted shall not exceed with respect to the Active Chairman, the CEO and each other Executive, at the time of approval by the Board of Directors the appropriate ratio set forth in clause 5.5 above.
|
| 6.5.6. |
The total yearly Equity Value granted to any non-executive Directors (determined based on generally accepted accounting principles applicable to the Company) shall not exceed (based on accepted valuation methods), 50% of the total
value of the fixed directors’ compensation, incuding per meeting compensation, per vesting annum.
|
| 6.5.7. |
The maximum dilution as a result of grant of the equity based compensation to Executives shall not exceed 15%.
|
| 6.5.8. |
The Board may determine a mechanism of acceleration of vesting:
|
| 6.5.9. |
A full acceleration will be permitted in the event of death, disability, medical reasons or a change in control of the Company followed by the delisting of the Company's shares;
|
| 6.5.10. |
An acceleration of the next unvested period will be permitted in the event of change in control of the Company following a resignation or termination of employment of the officer (except in the case of Termination for Cause).
|
| 6.5.11. |
The exercise price of the options granted shall be determined by the Company and shall not be less than the higher of (a) 5% above the average closing price of the Company's share in the 30 trading days preceding the date of the Board
of Directors' approval of the equity grant; (b) 5% above the share price on the date of the Board of Directors' approval of the equity grant.
|
| 6.5.12. |
In the event of the termination of the employer – employee relationship or rendering services to the Company's group during the relevant year, the grantee shall be entitled to the options which were allocated in his/her regard, where
the date of entitlement in respect of the said options occurred prior to the date of the actual termination, and to exercise them into shares of the Company up until the earlier of: (1) 90 days from the date of the actual termination; (2)
the expiration of their exercise period. The grantee shall be entitled to count the shares which were allocated for him only if the date of entitlement in respect thereof occurred prior to the date of the actual termination.
|
| 6.5.13. |
In the event of the termination of the relationship following Cause– and even if the date of entitlement to the options has fallen due, in whole or in part, and they have not yet been exercised into shares, the options which have not
yet been exercised prior to the expiration of the exercise period shall expire.
|
| 6.5.14. |
For the avoidance of doubt, it is hereby clarified that the annual equity compensation shall not be deemed to be a salary, for all intents and purposes, and it shall not confer any social rights.
|
| 7. |
Separation Package
|
| 7.1. |
The following criteria shall be taken into consideration when determining Separation Package: the duration of employment of the Active Chairman or the Executive, the terms of employment, the Company’s performance during such term, the
Executive’s contribution to achieving the Company’s goals and revenues and the retirement’s circumstances.
|
| 7.2. |
Other than payments required under any applicable law, local practices, transfer or release of pension funds, manager's insurance policies, etc. - the maximum Separation Package of each Executive, CEO or the Active Chairman shall not
exceed the value of 25% the Total Compensation of such an Executive, CEO or Active Chairman, respectively.
|
|
|
8. |
Notice Period in Termination
|
|
|
9. |
Others
|
| 9.1. |
Relocation– additional compensation pursuant to local practices and law may be granted to an Executive under relocation circumstances. Such benefits shall include reimbursement for out of pocket
one time payments and other ongoing expenses, such as housing allowance, schooling allowance, car or transportation allowance, home leave visit, health insurance for executive and family, etc, all as reasonable and customary for the
relocated country and in accordance with the Company's relocation practices, as shall be approved by the Compensation Committee and Board of Directors. Our Compensation Committee and our Board of Directors may approve, from time to
time, fair and reasonable global relocation expense reimbursement to Executive in amoun up to $135,000 annually. This reimbursement constitutes a final and
comprehensive global relocation expense allowance that covers all of the Executives relocation expenses. Any request for relocation reimbursement of additional expenses from the Company will be subject to special approval.
|
| 9.2. |
Special Bonus - Our Compensation Committee and our Board of Directors may approve, from time to time, with respect to any Executive, if they deem required under special circumstances or in case
of an exceptional contribution to the Company, including, among others, in cases of retention or attraction of a new Executive or consummation of an acquisition by or of the Company or the sale or spin off of any material asset of the
Company, the grant of a onetime cash incentive, of up to three monthly salaries or the equivalent thereof.
|
| 10. |
Clawback Policy
|
| 10.1. |
In the event of a restatement of the Company’s financial results, we shall seek reimbursement from our Office Holders of any payment made due to erroneous restated data, with regards to each Office Holder’s Terms of Office and
Employment that would not otherwise have been paid. The reimbursement shall be limited to such payments made during the 3-years period preceding the date of restatement. The above shall not apply in case of restatements that reflect the
adoption of new accounting standards, transactions that require retroactive restatement (e.g., discontinued operations), reclassifications of prior year financial information to conform to the current year presentation, or discretionary
accounting changes.
|
| 10.2. |
Our Compensation Committee and Board of Directors shall be authorized to seek recovery to the extent that (i) to do so would be unreasonable or impracticable; or (ii) there is low likelihood of success under governing law versus the
cost and effort involved.
|
| III. |
Director Remuneration:
|
| 11. |
Cash Compensation:
|
| 11.1. |
The Company’s non-executive directors may be entitled to receive an annual cash fee and a participation fee for each meeting in accordance with the amounts set forth in the Companies Regulations
(Rules Regarding Compensation and Expense Reimbursement of External Directors) -2000 ("the Compensation Regulations"), and taking into account their definition as "expert director" according to the
Compensation Regulations.
|
| 11.2. |
The Company’s directors may be reimbursed for their reasonable expenses incurred in connection with attending meetings of the Board of Directors and of any Committees of the Board of Directors, all in accordance with the Compensation
Regulations.
|
| 12. |
Equity Based Compensation:
|
| 13. |
Active Chairman Compensation:
|
| IV. |
Indemnification & Insurance
|
| 14. |
The Office Holders shall be entitled to a directors and officers indemnification up to the maximum amount permitted by law, D&O insurance as shall be approved at the Board of Director's discretion, all in accordance with any
applicable law and the Company’s articles of association.
|
| 15. |
With respect to the D&O policy-
|
| 15.1. |
The D&O insurance may provide group insurance to the Company and its affiliates (only in respect of D&Os serving as such on behalf of the Company) and alongside the Company's D&O Insurance it is possible that D&Os of
the affiliates may also be insured. In the event the D&O insurance shall provide such group insurance, the annual premium shall be relatively divided between the different companies based on the decision of the Company's management
taking into account the recommendation of the Company's external insurance advisors.
|
| 15.2. |
The limits of liability shall not exceed USD 35 million.
|
| 15.3. |
The deductible shall not exceed USD 3,500,000.
|
| 15.4. |
The annual premium for the D&O policy shall be in accordance with market conditions. The Company shall retain the assistance of the Company's external isurance advisors in determining market conditions.
|
| 15.5. |
Any purchase of D&O insurance or its renewal during the term of this Policy shall not be brought to additional approval of the General Meeting provided that the Compensation Committee has approved that the purchased D&O
insurance meets the conditions detailed above.
|
|
|
16. |
Each of our Office Holders shall be entitled to the same indemnification terms and insurance policy coverage, all as may be approved from time to time.
|
TAT Technologies Ltd.
Executive Compensation Pay Analysis
January 30, 2025
| Presented by: | Patrick Haggerty, Partner |
| Pay Governance LLC Cell: 973-943-3339 patrick.haggerty@paygovernance.com |
©2025 Pay Governance LLC. All rights reserved. Proprietary and Confidential. For Pay Governance LLC client use only.
B - 2
|
|
Executive Summary |
Executive Summary
Background
| • | TAT Technologies Ltd. requested this study following the completion of relocating the company’s headquarters to the US and the fact that almost all TAT executives live and work in the US. TAT needs the flexibility to offer fair and competitive US-based compensation packages. Pay Governance independently developed a peer group of publicly-traded companies to serve as a framework of reference for competitive pay and design information |
|
|
— | Publicly-disclosed data from the peers were be analyzed to understand competitive pay practices |
Objective
| • | Identify roughly 15-20 companies that are broadly representative of (i) TAT’s industry and revenue size and of (ii) the types of companies that might operate in TAT’s labor market for executive and outside director talent |
| • | Provide market data for future pay decisions and specifically understand gap in pay for TAT’s CEO and CFO compared to competitive market compensation data |
Highlights of Potential Peer Group and Pay Analysis
| • | All peer companies are located in the US |
| • | Primary focus was on Aerospace & Defense (A&D) companies, but we needed to include other similar industries to ensure adequate sample size of 15-20 companies |
| • | Limited peer group to companies with similar revenue, roughly .25x to 3x TAT’s last 12-month revenue |
| • | Survey data is also provided as a secondary market reference point |
| • | For TAT’s CEO and CFO roles, current pay levels are well below US market median |
|
|
— | Salary – TAT’s CEO and CFO are well below market median |
|
|
— | Target Bonus – TAT’s CEO and CFO are well below market median |
|
|
— | Long-Term Incentive (LTI) Value – TAT’s CEO and CFO are well below market median |
| ©2025 Pay Governance LLC. | 
|
B - 3 |
|
|
Peer Group |
Peer Group Screening Criteria for TAT
Major US Exchanges Screen #1
| • | Screen #1: narrows the universe of potential peers to publicly-traded companies listed on major US exchanges |
| • | Screen #2: isolates the peer universe to companies in the Capital Goods Industry |
| • | Screen #3: ensures we identify similar-sized companies in terms of revenue, roughly .25x to 3x TAT’s last 12-month revenue |
| • | Screen #4: primary focus was on A&D companies, but we needed to include other similar industries to ensure adequate sample size of 15-20 companies |
| • | Other Factors: focused on growing companies while excluded companies with non-founder CEOs (if pay was unique) and companies with relatively high or low market caps |
| ©2025 Pay Governance LLC. |
|
B - 4 |
| Peer Group |
Peer Group for TAT
|
|
● | The peer group is based on screening criteria outlined on previous page |
|
|
● | Our approach to develop the peer group uses standard practices while considering TAT’s industry, size, and expected growth |
| Company Name | Sector |
| AerSale Corporation | Aerospace and Defense |
| American Superconductor Corporation | Electrical Components |
| Butler National Corporation | Aerospace and Defense |
| Byrna Technologies Inc. | Aerospace and Defense |
| CPI Aerostructures, Inc. | Aerospace and Defense |
| FuelCell Energy, Inc. | Electrical Components |
| Innovative Solutions and Support, Inc. | Aerospace and Defense |
| Intuitive Machines, Inc. | Aerospace and Defense |
| Loar Holdings Inc. | Aerospace and Defense |
| LSI Industries Inc. | Electrical Components |
| Luxfer Holdings PLC | Industrial Machinery |
| Perma-Pipe International Holdings, Inc. | Industrial Machinery |
| Redwire Corporation | Aerospace and Defense |
| Taylor Devices, Inc. | Industrial Machinery |
| The Eastern Company | Industrial Machinery |
| Thermon Group Holdings, Inc. | Electrical Components |
| Ultralife Corporation | Electrical Components |
| ©2025 Pay Governance LLC. | |
B - 5 |
| Peer Group |
Peer Group – Business Descriptions
| Business Description |
| AerSale Corporation provides aftermarket commercial aircraft, engines, and its parts to passenger and cargo airlines, leasing companies, original equipment manufacturers, and government and defense contractors, as well as maintenance, repair, and overhaul (MRO) service providers worldwide. |
| American Superconductor Corporation, together with its subsidiaries, provides megawatt-scale power resiliency solutions worldwide. |
| Butler National Corporation, together with its subsidiaries, designs, engineers, manufactures, sells, integrates, installs, repairs, modifies, overhauls, services, and distributes a portfolio of aerostructures, aircraft components, avionics, accessories, subassemblies, and systems in North America, Europe, the Middle East, Asia, and internationally. |
| Byrna Technologies Inc., a less- lethal self- defense technology company, engages in the development, manufacture, and sale of less-lethal personal security solutions in the United States, South Africa, Europe, South America, Asia, and Canada. |
| CPI Aerostructures, Inc. engages in the contract production of structural aircraft parts for fixed wing aircraft and helicopters in the commercial and defense markets. |
| FuelCell Energy, Inc., together with its subsidiaries, manufactures and sells stationary fuel cell and electrolysis platforms that decarbonize power and produce hydrogen. |
| Innovative Solutions and Support, Inc., a systems integrator, designs, develops, manufactures, sells, and services flight guidance, autothrottles, and cockpit display systems. |
| Intuitive Machines, Inc. designs, manufactures, and operates space products and services in the United States. |
| Loar Holdings Inc., through its subsidiaries, designs, manufactures, and markets aerospace and defense components for aircraft, and aerospace and defense systems. |
| LSI Industries Inc. produces and sells non-residential lighting and retail display solutions in the United States, Canada, Mexico, and Latin America. |
| Luxfer Holdings PLC, together with its subsidiaries, designs, manufactures, and supplies high-performance materials, components, and high-pressure gas containment devices for defense and first response, healthcare, transportation, and general industrial applications. |
| Perma-Pipe International Holdings, Inc., together with its subsidiaries, engineers, designs, manufactures, and sells specialty piping and leak detection systems. |
| Redwire Corporation provides critical space solutions and space infrastructure for government and commercial customers in the United States, Europe, and internationally. |
| Taylor Devices, Inc. engages in design, development, manufacture, and marketing of shock absorption, rate control, and energy storage devices for use in machinery, equipment, and structures in the United States, Asia, and internationally. |
| The Eastern Company designs, manufactures, and sells engineered solutions to industrial markets in the United States and internationally. |
| Thermon Group Holdings, Inc. provides engineered industrial process heating solutions for process industries in the United States and Latin America, Canada, Europe, the Middle East, Africa, and the Asia-Pacific. |
| Ultralife Corporation, together with its subsidiaries, designs, manufactures, installs, and maintains power, and communication and electronics systems worldwide. |
| ©2025 Pay Governance LLC. | |
B - 6 |
| Executive Pay Analysis |
Executive Pay Analysis - Introduction
Methodology
|
|
● | To develop competitive market data for the CEO and CFO, we used two sources of data: |
|
|
— | Peer group proxy statements “peer analysis” |
|
|
— | Survey data “survey analysis” |
Definitions Used For Proxy and Survey Analysis
|
|
● | Salary: represents the full year salary reported in US dollars |
|
|
● | Target bonus: represents the annual target bonus. This value represents the amount that would be paid for achieving target or budgeted performance. Typically, bonus plans also have a threshold and maximum level of performance and payout. For example, for an executive with a target bonus equal to 50% of salary: |
|
|
— | Threshold payout equals 25% of salary (0.5x target) |
|
|
— | Target payout equals 50% of salary |
|
|
— | Maximum payout equals 100% of salary (2x target) |
|
|
● | Long-term incentive (LTI) value: represents the annual grant date value of equity granted to an executive. For example, assume market LTI value equals $100,000 and company wants to grant 50% of value in restricted stock units (RSUs) and 50% of value in stock options; stock price is $10.00 |
|
|
— | RSUs: $100,000 x 50% = $50,000 divided by $10 = 5,000 RSUs |
|
|
— | Options: $100,000 x 50% = $50,000 divided by ($10 x 40% Black-Scholes factor for example) = 12,500 Options |
|
|
— | Each year, assuming the $100,000 LTI market value doesn’t change, the executive would receive a new RSU and Option grant based on the grant date stock price. US-based executives typically receive a LTI grant each year except for unique situations such as one-time large special grants or new hire grants with expressed purpose to cover future grants |
| ©2025 Pay Governance LLC. | |
B - 7 |
| Executive Pay Analysis |
Market Executive Pay Analysis
Chief Executive Officer
| ● | Base salary, target bonus, and annualized value of stock options for TAT are below median of Peer CEOs and Survey CEOs |
| ● | From a total compensation perspective, TAT CEO’s value of $590,000 is below Peer CEO median of $2,290,000 and below Survey CEO median of $1,610,000 |
Chief Financial Officer
| ● | Base salary, target bonus, and annualized value of stock options for TAT are below median of Peer CFOs and Survey CFOs |
| ● | From a total compensation perspective, TAT CFO’s value of $546,000 is below Peer CFO median of $751,000 and below Survey CFO median of $699,000 |
* For TAT executives, value based on most recent stock option granted using a Black-Scholes value estimated to be 40% of exercise price. Each grant date value was divided by four to reflect vesting period and duration of time needed to lapse before next grant
| ©2025 Pay Governance LLC. | |
B - 8 |
Appendix
| ©2025 Pay Governance LLC. | |
B - 9 |
|
Appendix A |
Survey Data |
Summary of Survey Data Participants
|
|
• | Used Willis Towers Watson’s 2024 General Industry Executive Survey Report — United States |
|
|
― | Due to insufficient data for A&D companies, used an “All Industries” cut of data |
|
|
― | To ensure appropriate size to TAT, used the survey regression tool to reflect TAT’s revenue size |
|
|
― | When regression tool was not available due to sample size or lack of correlation of pay to revenue, we used tabular data provide by survey based on companies that approximate TAT’s revenue |
|
|
• | Survey matches |
|
Executive |
TAT Title |
Survey Match |
| Zamir, Igal | CEO & President | Chief Executive Officer |
|
Ben-Yair, Ehud |
Chief Financial Officer |
Top Finance Executive |
| ©2025 Pay Governance LLC. |
|
B - 10 |
| 1. |
[Amended 1998, 2013] In these Articles the words standing in the first column of the table next hereinafter contained shall bear the meanings set opposite them respectively in the second column
thereof, if not inconsistent with the subject or context:
|
|
Words
|
Meanings
|
|
The Company
|
The above-named Company.
|
|
Companies Ordinance
|
The Companies Ordinance (new version) 1983 ("The Companies Ordinance ") as amended and as amended from time to time including any law or
statute replacing it.
|
|
The Companies Law or The Israeli Companies Law
|
The Israeli Companies Law 5759-1999 ("The Companies Law") as amended and as amended from time to time including any law or statute replacing
it.
|
|
|
|
|
The Statutes
|
The Companies Ordinance and/or The Companies Law and/or The Securities Law and/or every other Law for the time being in force and affecting the
Company.
|
|
These Articles
|
These Articles of Association or as shall be altered from time to time by the General Meeting of the shareholders of the Company.
|
|
The Office
|
The registered office for the time being of the Company.
|
|
The Seal
|
The rubber stamp of the Company.
|
|
The Securities Law
|
The Israeli Securities Law 5728-1968 ("The Securities Law") as amended from time to time including any law or statute replacing it.
|
|
Month
|
Gregorian month.
|
|
The Record Date
|
The record date as determined pursuant to the provision of Article 55(a) of these Articles
|
|
Writing
|
Printing, lithography, photography, and any other mode or modes of representing or reproducing words in a visible form.
|
|
Special Resolution
|
In accordance with the Companies Ordinance, decision of 75% of the General Meeting of the shareholders of the Company.
|
| 2. |
[Amended 2013] The Company may engage in any lawful occupation.
|
| 3. |
[Amended 2013] The liability of the shareholders is limited, as determined in the Companies Law. For this purpose, each shareholder is responsible for repayment of the nominal value of shares. In
the event that the Company issued shares in exchange for lower nominal value, the responsibility of each shareholder will be limited to the repayment of the amortized amount of the consideration for each share assigned to him as aforesaid.
|
| 4. |
The Company is a non-private company; consequently:
|
|
|
(a) |
No limitations will apply to the transfer of its shares;
|
|
|
(b) | The number of shareholders is unlimited; |
|
|
(c) | The company may issue to the public shares, debentures or any other securities. |
| 5. |
[Amended 1993, 1998, 2005, 2018, 2024, 2025] The share capital of the company shall consist of 15,000,000 (Fifteen Million) Ordinary Shares of no per value of each, all ranking pari-passu.
|
| 6. |
Subject to these Articles or to the terms of any resolution creating new shares, the unissued shares from time to time shall be under the control of the Board of Directors, who shall have the power to allot shares or otherwise dispose of
them to such persons, on such terms and conditions, and either at par or at a premium, or, subject to the provisions of the Statues, at a discount, and at such times, as the Board of Directors may think fit, and the power to give to any
person the option to acquire from the Company any shares, either at par or at a premium, or, subject as aforesaid, at a discount, during such time and for such consideration as the Board of Directors may think fit.
|
| 7. |
If two or more persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividends or other moneys in respect of such share.
|
| 8. |
No person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or required to recognize any equitable, contingent, future, or partial interest in any share or any right whatsoever
in respect of any share other than an absolute right to the entirety thereof in the registered holder.
|
| 9. |
[Amended 2013] Every member shall be entitled without payment to receive after allotment or registration of transfer (unless the conditions of issue provide for a longer interval) one certificate
under the Seal for all the shares registered in his name, specifying the number and denoting numbers of the shares in respect of which it is issued and the amount paid up thereon. Provided that in the case of joint holders the Company shall
not be bound to issue more than one certificate to all the joint holders, and delivery of such certificate to one of them shall be sufficient delivery to all. Every certificate shall be signed by one Director and countersigned by the
Secretary or some other person nominated by the Directors for the purpose.
|
| 10. |
If any share certificate shall be defaced, worn out, destroyed or lost, it may be renewed on such evidence being produced, and such indemnity (if any) being given as the Directors shall require and (in case of defacement or wearing out)
on delivery up of the old certificate, and in any case on payment of such sum not exceeding NIS 5 (Five New Israeli Shekels) as the Directors may from time to time require.
|
|
|
11. |
[Deleted 2013]
|
|
|
12. |
[Deleted 2013]
|
|
|
13. |
[Deleted 2013]
|
| 14. |
[Amended 2013] No member shall be entitled to receive any dividend or to exercise any privileges as a member until he shall have paid all calls for the time being due and payable on every share
held by him, whether alone or jointly with any other person, together with interest and expenses (if any). The shareholders who are entitled to a dividend shall be the holders of shares on the date of the resolution regarding the dividend
or on a later date if a later date is prescribed in such resolution.
|
|
|
(a) |
If under the conditions of the issuance of shares there is no fixed date for the payments due therefor, the Directors may from time to time make such calls upon the members in respect of all moneys then unpaid on shares possessed by them
and every member will pay the sum demanded of him at the place and time appointed by the Directors, provided that fourteen days notice as to the place and date of payment was served on him. The Directors may revoke or postpone any call.
|
|
|
(b) |
A call shall be deemed to have been made at the time when the Resolution of the Directors authorizing such call was passed.
|
|
|
(c) |
The joint holders of a share shall be jointly and severally liable for the payment of all calls and installments in respect thereof.
|
|
|
(d) |
If before or on the day appointed for payment thereof, a call or installment payable in respect of a share is not paid, the holder or allottee of the share shall pay interest on the amount of the call or Installment at such rate not
exceeding the debitory rate prevailing at the largest Israeli commercial bank on the day appointed for the payment referred to, as the Directors shall fix, from the day appointed for payment thereof to the time of actual payment, but the
Directors may waive payment of such interest wholly or in part.
|
|
|
(a) |
Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether on account of the amount of the share or by way of premium, shall for all purposes of these Articles be deemed to be a call
duly made, and payable on the date fixed for payment, and in case of non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the like, and all other relevant provisions of these Articles shall
apply as if such sum were a call duly made and notified as hereby provided;
|
|
|
(b) |
The Directors may at the time of allotment of shares make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and in the time of payment of such call.
|
| 17. |
The Directors may, if they think fit, receive from any member willing to advance the same, all or any part of the monies due upon his shares beyond the sums actually called up thereon; and upon the moneys so paid in advance, or so much
thereof as exceeds the amount for the time being called up on the shares in respect of which such advance has been made, the Directors may pay or allow such interest as may be agreed by them and the Company.
|
| 18. |
No transfer of shares shall be registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board of Directors) has been submitted to the Company (or its transfer agent),
together with the share certificate(s) and such other evidence of title as the Board of Directors may reasonably require. Until the transferee has been registered in the Register of Members in respect of the shares so transferred, the
Company may continue to regard the transferor as the owner thereof.
|
| 19. |
The Directors may refuse, without giving any reasons therefor, to register any transfer of shares where the Company has a lien on the share, constituting the subject matter of the transfer, but fully paid-up shares may be transferred
freely and such transfers do not require the approval of the Directors.
|
| 20. |
[Amended 1998] The Transfer Records and the Register of Members and Debenture Holders (if any) and Debenture Stock Holders (if any) and other securities (if any) of the Company may be closed
during such time as the Directors may deem fit, not exceeding in the aggregate, thirty days in each year. To avoid any doubts, the determination of a Record Date shall not constitute nor be deemed as a closing of the above records or
registers.
|
| 21. |
In the case of the death of a member, or a holder of a debenture, the survivor or survivors, where the deceased was a joint holder, and the executors and/or administrators and/or the legal heirs of the deceased where he was a sole or
only surviving holder, shall be the only persons recognized by the Company as having any title to his shares or his debentures, but nothing herein contained shall release the estate of a deceased joint holder form any liability in respect
of any share or any debenture jointly held by him.
|
| 22. |
Any person who becomes entitled to a share or a debenture in consequence of the death or bankruptcy of any member, may, upon producing such evidence of title as the Directors shall require, with the consent of the Directors, be
registered himself as holder of the share or the debenture or, subject to the provisions as to transfers herein contained, transfer the same to some other person.
|
| 23. |
A person entitled to a share or a debenture by transmission shall be entitled to receive, and may give a discharge for, any dividends or interest or other moneys payable in respect of the share or debenture, but he shall not be entitled
in respect of it to receive notices of, or to attend or vote at meetings of the Company, or, save as aforesaid, to exercise any of the rights or privileges of a member or a holder of a debenture unless and until he shall become a member in
respect of the share or a holder of the debenture.
|
| 24. |
If any member fails to pay the whole or any part of any call or installment of a call on or before the day appointed for the payment thereof, the Directors may at any time thereafter, during such time as the call or installment or any
part thereof remains unpaid, serve a notice on him, or on the person entitled to the share by transmission requiring him to pay such call or installment, or such part thereof as remains unpaid, together with any expenses incurred by the
company by reason of such non-payment.
|
| 25. |
The notice shall name a further day (not earlier than the expiration of thirty days from the date of the notice) on or before which such call or installment, or such part as aforesaid, and all interest and expenses that have accrued by
reason of such non-payment, is to be made, and shall state that In the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited.
|
| 26. |
If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a
resolution of the Directors to that effect. A forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture, notwithstanding that they shall have been declared.
|
| 27. |
Notwithstanding any such forfeiture as aforesaid, the Directors may, at any time before the forfeited share has been otherwise disposed of, annul the forfeiture upon the terms of payment of all call and interest due upon and expenses
incurred in respect of the shares and upon such further terms (if any) as they shall see fit.
|
| 28. |
Every share which shall be forfeited shall thereupon become the property of the Company and may be either cancelled or sold or re-allotted or otherwise disposed of either to the person who was before forfeiture the holder thereof, or
entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit. [Amended 2013] Each Forfeited share that hasn’t been sold or canceled, will become
dormant Share, as defined in the Israeli Companies law, and will not confer any rights, so long that such shares is owned by the Company.
|
| 29. |
A member whose shares have been forfeited shall, notwithstanding, be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon to the date of payment, in the same manner in
all respects as if the shares had not been forfeited and to satisfy all (if any) the claims and demands which the Company might have enforced in respect of the shares at the time of forfeiture, without any deduction or allowance for the
value of the shares at the time of forfeiture.
|
| 30. |
The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share, and all other rights and liabilities incidental to the share as
between the member whose share is forfeited and the Company, except only such of those rights and liabilities as are by these Articles expressly saved, or as are by the Statutes given or imposed in the case of past members.
|
| 31. |
A sworn declaration in writing that the declarant is a Director of the Company, and that a share has been duly forfeited in pursuance of these Articles and stating the date upon which it was forfeited, shall, as against all persons
claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated, and such declaration, together with the receipt of the Company for the consideration (if any) given for the share
on the sale or disposition thereof, and a certificate of proprietorship of the share under the Seal delivered to the person to whom the same is sold or disposed of, shall constitute a good title to the share, and such person shall be
registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition, and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be
affected by any act, omission or irregularity relating to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share.
|
| 32. |
The Company shall have a first and paramount lien upon all shares (which are not fully paid up) registered in the name of any member, either alone or jointly with any other person, for his debts, liabilities and engagements, whether
solely or jointly with any other person, to or with the Company, whether the period for the payment, fulfillment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared
in respect of such shares; but the Directors may at any time declare any share to be exempt wholly or partially from the provisions of this Article.
|
| 33. |
The Directors may sell the shares subject to any such lien at such time or times and in such manner as they shall think fit, but no sale shall be made until such time as the moneys in respect of which such lien exists, or some part
thereof, are or is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, and until a demand and notice in writing stating the amount due or specifying the
liability or engagement and demanding payment or fulfillment or discharge thereof and giving notice of intention to sell in default shall have been served on such member, or the persons (if any) entitled by transmission to the shares, and
default in payment, fulfillment or discharge shall have been made by him or them for fourteen days after such notice.
|
| 34. |
The net proceeds of such sale shall be applied in or towards satisfaction of the amount due to the Company, or of the liability or engagement, as the case may be, and the balance (if any) shall be paid to the member or the person (if
any) entitled by transmission to the shares so sold.
|
| 35. |
Upon any such sale (i.e., following forfeiture or foreclosing on a lien for and the bona fide use of the powers granted with respect thereto) the Directors may enter the purchaser's name in the Register as holder of the shares and the
purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
|
|
|
(a) |
The Company may, subject to the provisions of the Statutes, with respect to fully paid up shares, issue warrants (hereinafter called "share warrants"), stating that the bearer is entitled to the shares therein specified and may provide
by coupons or otherwise for the payment of dividends on the shares included in such warrants. The Directors may determine and from time to time vary, the conditions upon which share warrants shall be issued, and in particular the conditions
upon which a new share warrant or coupon will be issued in the place of one worn out, defaced, lost or destroyed, or upon which a share warrant may be surrendered, and the name of the bearer entered in the Register in respect of the shares
therein specified. The bearer of a share warrant shall be subject to the conditions for the time being in force, whether made before or after the issue of such share warrant.
|
|
|
|
No new share warrant or coupon shall be issued in the place of one which has been lost or destroyed unless it shall have been established to the satisfaction of the
Directors that the same has been lost or destroyed.
|
|
|
(b) |
A share warrant shall entitle the bearer to the shares included in it, and such shares shall be transferred by the delivery of the share warrant and the provisions of these Articles with respect to transfer and transmission of shares
shall not apply thereto.
|
|
|
(c) |
The bearer of a share warrant may at any time deposit the warrant at the Office or at any other place, if any, indicated by the Directors, and after the expiration of two clear days from the time of deposit, and so long as the warrant
remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company, and of attending and voting and exercising the other privileges of a member at any meeting held, as if his name was
inserted in the Register as the Holder of the shares included in the deposited warrant. Not more than one person shall be recognized as depositor of a share warrant.
|
|
|
|
Upon prior notice in writing of two days the Company shall return to the depositor the share warrant deposited by him.
|
|
|
(d) |
Subject as otherwise expressly provided herein, no person shall, as bearer of a share warrant, sign a requisition for calling a Meeting of the Company, or attend, or vote, or exercise any other privilege of a member at a Meeting of the
Company and said person shall not be entitled to receive any notices from the Company.
|
|
|
|
But the bearer of a share warrant shall be a member of the Company and entitled in all other respects to the same privileges and advantages as if he were named in the
Register as the holder of the shares included in the warrant.
|
| 37. |
The General Meeting of the shareholders of the Company may from time to time:
|
|
|
(a) |
Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; or
|
|
|
(b) |
Cancel any shares not taken or agreed to be taken by any person; or
|
|
|
(c) |
Divide its share capital or any part thereof into shares of smaller amount than is fixed by its Articles of Association by sub-division of its existing shares or any of them, subject, nevertheless, to the provisions of the Statutes, and
so that as between the resulting shares, one or more of such shares may by the Resolution by which such sub-division is effected be given any preference or advantage as regards dividend, capital, voting or otherwise over the others or any
other shares; or
|
|
|
(d) |
Reduce its share capital and any capital redemption reserve fund in any way that may be considered expedient and, in particular exercise all or any of the powers conferred by Section 151 of the
Companies Ordinance, or any statutory modification thereof.
|
| 38. |
The Company may, subject to applicable law, issue redeemable shares and redeem the same
|
| 39. |
The General Meeting of the shareholders of the Company may from time to time , whether all the shares for the time being authorized shall have been issued or all the shares for the time being issued shall have been fully called up or
not, increase its share capital by the creation of new shares; such new capital to be of such amount and to be divided into shares of such respective amounts and (subject to any special rights for the time being attached to any existing
class of shares) to carry such preferential, deferred or other special rights (if any) or to be subject to such conditions or restrictions (if any) in regard to dividend, return of capital, voting or otherwise as the General Meeting
deciding upon such increase directs.
|
| 40. |
[Amended 2013] Except so far as otherwise provided by or pursuant to these Articles or by the conditions of issue, any new share capital shall be considered as part of the original ordinary share
capital of the Company, and shall be subject to the same provisions of these Articles with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the original share capital.
|
| 41. |
The Board of Directors may from time to time, in its discretion, cause the Company to borrow or secure the payment of any sum or sums of money for the purposes of the Company, and may secure or provide for the repayment of such sum or
sums in such manner, at such times and upon such terms and conditions in all respects as it thinks fit, and, in particular, by the issuance of bonds, perpetual or redeemable debentures, debenture stock, or any mortgages, charges, or other
securities on the undertaking, or, the whole or any part of the property of the Company, both present and future, including units uncalled or called but unpaid capital for the time being.
|
| 42. |
[Amended 2013] An Annual General Meetings shall be held at least once in every calendar year at such time, not being more than fifteen months after the holding of the last preceding Annual General
Meeting and at such place as may be determined by the Directors. Such Annual General Meetings shall be called "Ordinary Meetings" and all other General Meetings of the Company shall be called "Extraordinary Meetings". The Annual General
Meeting shall receive and consider the Directors' Report, the Profit and Loss Account and Balance Sheet, shall elect Directors, appoint Auditors and transact any other business which under these Articles or by the Statutes are to be
transacted at a General Meeting of the Company.
|
| 43. |
[Amended 1998. 2013]In accordance with the Israeli Companies Law and subject to the provisions of the Statutes, as may be from time to time in effect, the Directors may, whenever they think fit,
and upon a demand of two directors or one quarter of the directors in office at that time or upon demand of one or more shareholders, holding at least five percent (5%) of the issued shares and one percent (1%) of the voting rights or
holding five percent (5%) of the voting rights in the Company (hereinafter: "the Requisitionists") , shall convene an Extraordinary Meeting, in the manner hereinafter mentioned, to such members as
are, under the provisions of these Articles, and particularly under the provisions of article 53(a), entitled to receive notice from the company. Any such requisition must state the objects for which the meeting is to be called, be signed
by the Requisitionists, and must be deposited at the office. Such requisition may consist of several documents in like form, each signed by one or more requisitionists. If the Directors do not, within twenty-one days from the date of the
deposit of such requisition, proceed to convene a Meeting, the the party demanding the convening of the meeting, and, in the case of shareholders, that portion of them that has more than half of their voting rights, may convene the meeting
themselves, provided that the meeting shall not take place more than three months after the said demand is submitted, and in accordance with the Companies Law.
|
|
|
[Amended 2013] Subject to the provisions of the Statutes as may be from time to time in effect, the agenda of the General Meeting will be determined by the Board
and it will include also topics which are required to be converted at an Extraordinary Meetings as mentioned above. Also, one or more shareholder, holding one percent (1%) of the voting rights in a General Meeting, may request that the
Board include topics on the agenda of a General Meeting, provided that such topics are suitable to be discussed at a General Meeting.
|
|
|
(a) |
[Amended 1998, 2001. 2013] Subject to the provisions of the Statutes as may be from time to time in effect, and the provisions herein, the Company will publish a notice regarding the General
Meeting specifying the place, the day and the hour of meeting and in the case of special business the general nature of such business, shall be given in the manner hereinafter mentioned, to such members as are, under the provisions of
these Articles, entitled to receive notices from the Company.
|
|
|
(b) |
Subject to the provisions of the Statutes as may be from time to time in effect, whenever the Board of Directors is required to convene an Extraordinary Meeting it shall convene such meeting within twenty-one days' on the date
designated in the notice provided that the meeting date will be no later than thirty-five days from the date of publication of the notice. Notices shall be given by post or by personal delivery to every registered shareholder of the
Company, entitled to receive notice from the Company under the provisions of these Articles, and particularly under the provisions of article 53(a), to his address as described in the Register of Members of the Company or such other
address as designated by him in writing for this purpose. Provided that the accidental omission to give such notice to or the non-receipt of such notice by any such member shall not invalidate any resolution passed or proceeding had at
any such meeting. And, with the consent of all the members for the time being entitled to receive notices of meetings, a meeting may be convened upon a shorter notice or without notice and generally in such manner as such members may
approve. Such consent may be given at the meeting or retrospectively after the meeting.
|
|
|
(c) |
Notice with respect to any General Meeting shall be regarded proper and sufficient if it specifies in a general manner the general nature of the matter to be transacted at the General Meeting, or, without making the procedure
hereinafter set forth mandatory, if it specifies that the draft of the resolution to be proposed to the General Meeting is available for inspection at a designated place during a designated time period.
|
| 45. |
[Amended 1998, 2013] No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. The quorum at any shareholders Meeting shall be two
members present in person or by proxy, holding or representing at least one third of the total voting rights in the Company on the Record Date.
|
| 46. |
If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, shall stand adjourned to the same day in the next week at the same time and place or any time and hour as the
Directors shall designate and state in a notice to the members, and if, at such adjourned meeting, a quorum is not present within half an hour from the time appointed for holding the meeting, two members present in person or by proxy
shall be a quorum.
|
| 47. |
The Chairman (if any), chosen as such among the Directors, shall preside at every General Meeting, but if there shall be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for
holding the same, or shall be unwilling to act as Chairman, the members present shall choose a Director, or, If no Director be present, or if all the Directors present decline to take the Chair, they shall choose a member present to be
Chairman of the meeting.
|
| 48. |
[Amended 1998] The Chairman may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to
place as the meeting shall determine. Whenever a meeting is adjourned pursuant to the provisions of this Article for seven days or more, notice of the adjourned meeting shall be given to the members entitled to receive notice from the
Company under the provisions of these Articles, and particularly under the provisions of article 55(a), in the same manner as in the case of an original meeting. Save as aforesaid, no member shall be entitled to any notice of an
adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took
place.
|
| 49. |
[Amended 1998, replaced 2004, amended 2013] Subject to the provisions of Statutes as may be from time to time in effect, all resolution by any General Meeting of the company, , including but
not limited to amendment of the Memorandum of Association of the Company or these Articles, shall be deemed adopted if approved by the holders (in aggregate) of the majority votes represented at such general meeting and participating in
the vote (excluding any abstaining votes) in person or by proxy.
|
| 50. |
[Amended 1998, 2013] At all General Meetings, a resolution put to a vote at the meeting shall be decided on a show of hands, and a declaration by the Chairman of the meeting that a resolution
has been carried, or has been carried unanimously or by a particular majority, or lost, or not carried by a particular majority, shall be conclusive, and an entry to that effect in the Minute Book of the Company shall be conclusive
evidence thereof, without proof of the number or proportion of the votes recorded in favor of or against such resolution. As mentioned below, votes may be given also by proxy.
|
| 51. |
[Deleted 2013]
|
| 52. |
[Deleted 2013].
|
| 53. |
[Replaced 1998, Amended 2013] Subject to the provisions of the Statutes, as may be from time to time in effect:
|
|
|
(a) |
The Board of Directors may fix a Record Date to determine the shareholders entitled to notice of and/or to vote at any meeting of shareholders or any adjournment thereof (the "Meeting"), which
Record Date shall not precede the date upon which the resolution fixing the Record Date is adopted by the Board of Directors, and which Record Date shall not be more than twenty one (21) nor less than four (4) days before the date of the
Meeting. Notwithstanding the above, in a Meeting that the agenda includes also topics listed in Section 87(a) to the Israeli Companies Law, the Record Date shall not be more than forty days (40) nor less than twenty eight (28) days before
the Meeting unless allowed otherwise by the Statutes.. The Record Date for determining shareholders entitled to notice of or to vote at the meeting shall be at the close of business on the day next preceding the day on which such board
meeting is held. A determination of shareholders of record entitled to notice or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; providing, however that the Board of Directors may fix a new Record Date
to the adjournment meeting.
|
|
|
(b) |
Every member shall have one vote for each share of which he is the holder.
|
| 54. |
If any member be a lunatic, idiot, or non compos mentis, he may vote by his committee, receiver, curator bonis or other legal curator and such last mentioned persons may give their votes either personally or by proxy.
|
| 55. |
If two or more persons are jointly entitled to a share, then in voting upon any question the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered
holders of the share, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.
|
| 56. |
[Amended 2013] Votes may be given either personally or by proxy. A proxy does not need to be a member of the Company.
|
|
|
(a) |
The instrument appointing a proxy shall be in writing in the usual common form, or such form as may be approved by the Directors, and shall be signed by the appointor or by his attorney duly authorized in writing, or, if the appointor
is a corporation, the corporation shall vote by its representative, appointed by an instrument duly signed by the corporation.
|
|
|
(b) |
[Deleted 2013]
|
| 58. |
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or transfer of the share in respect of which the vote is
given unless an intimation in writing of the death, revocation or transfer shall have been received at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.
|
| 59. |
The instrument appointing a proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power of attorney, shall be deposited at the Office or at such
other place or places, whether in Israel or elsewhere, as the Directors may from time to time either generally or in a particular case or class of cases prescribe, at least forty-eight hours before the time appointed for holding the
meeting or adjourned meeting at which the person named in such instrument proposes to vote; otherwise the person so named shall not be entitled to vote in respect thereof; but no instrument appointing a proxy shall be valid after the
expiration of twelve months from the date of its execution.
|
| 60. |
Subject to the provisions of the Statutes, a resolution in writing signed by all the members, in person or by proxy, for the time being entitled to vote at General Meeting of the Company shall be as valid and as effectual as a
resolution adopted by a General Meeting duly convened, held and constituted for the purpose of passing such resolution.
|
| 61. |
A member will be entitled to vote at the Meetings of the Company by several proxies appointed by him, provided that each proxy shall be appointed with respect to different shares held by the appointing member. Every proxy so appointed
on behalf of the same member shall be entitled to vote as he sees fit.
|
| 62. |
No person shall be entitled to vote at any General Meeting (or be counted as a part of the quorum thereof) unless all calls then payable by him in respect of his shares in the Company shall have been paid.
|
| 63. |
[Amended 2013] The Board of Directors of the Company shall consist of such number of Directors as may be fixed from time to time by an Ordinary Resolution of a General Meeting, provided it shall
not be less than two, including external directors, or more than eleven. As long that the Company is a public company, corporation cannot be nominated as a director in the Company.
|
| 64. |
The Directors shall be elected at the Annual General Meeting of the Company and shall hold office until the close of the succeeding Annual General Meeting. Should no Directors be elected at the Annual General Meeting, the Directors
holding office at the time such meeting was convened shall continue to hold their office. Directors whose term of office expired may be re-elected.
|
| 65. |
[Deleted 2013]
|
| 66. |
[Amended 2013] Director's term will begin on the date of his appointment - as stated by the General Meeting, but the General Meeting may set a date later than the date of the General Meeting as
the start date for appointment as a Director of the Company.
|
| 67. |
[Amended 2013] Subject to the provisions of the Companies Law, the Directors in their capacity as such, shall be entitled to receive remuneration and reimbursement of expenses incurred by them
in the course of carrying out their duties as Directors.
|
| 68. |
[Amended 2013] The office of a Director shall be vacated, ipso facto, under the circumstances set forth in the Statures.
|
| 69. |
[Amended 2013] Subject to the provisions of the Statutes, no Director shall be disqualified by virtue of his office from holding any office, or, deriving any profit from any other office in the
Company or from any company in which the Company shall be a shareholder or otherwise interested, or from contracting with the Company as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered
Into by or on behalf of the Company in which the Director shall in any way be interested, be avoided, nor shall any Director be liable to account to the Company for any profit arising from any such office or realized by any such contract
or arrangement by reason only of such Director's holding that office or of the fiduciary relations thereby established, but the nature of his interest must be disclosed by him at the meeting of the Board of Directors at which the contract
or arrangement is first considered, if his interest then exists, or, in any other case, at the first meeting of the Board of Directors after the acquisition of his Interest.
|
| 70. |
[Amended 2013] The Company may from time to time at a General Meeting, increase or decrease the number of Directors subject always to Article 63.
|
| 71. |
[Amended 2013] In the event of one or more vacancies in the board of Directors, the continuing Directors may continue to act as long as the Board of Directors consists of at least more than
three Directors. However, in the event that the remaining Directors are less than three Directors, the remaining Director or Directors may not be permitted to act only for convening a General Meeting for the purpose of the election of
new Directors
|
| 72. |
[Amended 2013] Subject to the provisions of the Statutes, the Directors may at any time and from time to time appoint any other person as a Director, whether to fill a casual vacancy or to add
to their number. Any Director so appointed shall hold office until the first General Meeting convened after such appointment and may be re-elected.
|
| 73. |
[Amended 2013] Subject to the provisions of the Statutes, the Company may at a General Meeting remove any Director from office before the expiration of his term of office and appoint another
Director in his stead, provided that the removed Director shall be given a reasonable opportunity to present his case to the General Meeting. The person so appointed shall hold office only for such period as the person in whose stead he
was appointed would have held office had he not been removed.
|
| 74. |
[Amended 2013] As long that the Company is a public company according to the Israeli Companies Law, the Company shall have at least two external directors, as defined in the Israeli Companies
Law, at least one of whom must be a director with accounting and financial expertise, and the rest have professional qualifications, as defined in the regulations promulgated under Section 240 of the Israeli Companies Law.
|
| 75. |
The Board of Directors may from time to time appoint one or more persons as President or Presidents of the Company whether for a fixed term or without any limitation of time and the Board of Directors may from time to time remove or
discharge him or them from office (subject to the provisions of any agreement between any such person and the Company) and appoint another or others in his or their place or places.
|
| 76. |
The Directors may from time to time appoint one or more Vice Presidents for certain functions, to carry out duties delegated to him (them) by the President.
|
| 77. |
[Amended 2013] Subject to the provisions of the Statutes, the Directors may from time to time confer upon and delegate to a President then holding office such authorities and duties of the Board
of Directors as they may deem fit, and they may delegate such authorities for such period and for such purposes and subject to such conditions and restrictions which they consider advantageous, and they may delegate such authorities with
or without waiving the authorities of the Directors with respect thereto and their being in lieu of their authorities, in whole, or in part, and they may from time to time revoke, cancel and alter such authorities in whole or in part.
|
| 78. |
[Amended 2013] Subject to the provisions of the Statutes, as may be from time to time in effect, the remuneration of a President shall be approved by the Company's compensation committee, the
Directors and the shareholders meeting in a special majority, as defined and required according to the Israeli Companies law, taking into consideration any agreement between him and the Company, and it may be in whole or in part, in the
form of wages or commissions or profit sharing or a combination thereof.
|
| 79. |
[Deleted 2013]
|
| 80. |
[Amended 2013] Subject to the provisions of the Statutes, the Company may elect the same person as its President and its Board of Directors chairman.
|
| 81. |
[Amended 2013] The powers and the duties of the Board of Directors shall be as prescribed by the Companies Law, subject to the provisions of these Articles and any regulation or resolution
consistent with these Articles adopted from time to time by the Company in General Meeting, provided, however, that no such regulation or resolution shall invalidate any prior act done by or pursuant to a decision of the Board of
Directors which would have been valid if such regulation or resolution had not been adopted.
|
| 82. |
[Amended 2013] Subject to the provisions of the Statutes, the Directors may meet together for the dispatch of the business of the Company and they may postpone their meetings and otherwise
regulate them as they shall deem fit. A Director may call a meeting of the Board of Directors at any time. The quorum for the dispatch of business by the Board of Directors shall be determined by the Directors and if not so determined
shall be the majority of the Directors.
|
| 83. |
[Amended 2013] A resolution in writing signed or otherwise approved by all the Directors then in office shall be as valid and as effectual as a resolution adopted by the Board of Directors at a
meeting of the Board of Directors duly convened and held, provided that all the directors who are entitled to participate in such resolution and to vote on it, agreed not to convene the same matter.
|
| 84. |
[Amended 2013] Subject to the provisions of the Statutes, every Director shall be entitled to be represented and to vote at any meeting of the Board of Directors by another Director or by
another person appointed by him (not a corporation), who shall act as his alternate for one meeting or for another specified period or until notice be given of the cancellation of the appointment. In order to be nominated, the alternate
Director must be eligible to be appointed as a Director according to the Israeli Companies law. Each alternate Director shall have the number of votes equivalent to the number of Directors who appointed him as alternate and if he himself
is a Director he shall have such number of votes in addition to his own vote. The appointment of an alternate shall be made in writing. A Director may appoint two alternates. However, if the two alternates of the same Director shall be
present at the Board of Directors' meeting, only one of them shall have the right to vote thereat. It shall be noted that the appointment of an alternate Director to the Board, does not relieve the nominating Director from his
responsibility as a Director.
|
| 85. |
[Amended 2013] A Director being at any time absent from Israel shall be entitled during such time to a seven day notice of any Meetings of the Board of Directors, provided he notified the
Company of an address to which such notice should be sent. Such notice should be sent by fax, e-mail, telex, cable or telecopier.
|
|
|
(a) |
[Amended 2013] The Board of Directors will elect a Chairman for their meeting and fix the term of his office, and unless otherwise decided, the Chairman shall be elected annually. In the event
that a Chairman was not elected and if the Chairman should fail to be present at a meeting 15 minutes after the time set for its convening, the remaining Directors shall elect one of those present
to be Chairman of the meeting.
|
|
|
(b) |
All questions that arise at meetings of the Board of Directors shall be decided by a majority of votes. In the case of an equality bf votes, the Chairman of the meeting shall have a further or casting vote.
|
|
|
87. |
Any meeting of the Board of Directors, at which a quorum is present, shall have the authority to exercise all or part of the authorities, powers of attorney and discretion invested at such time in the Directors or regularly exercised
by them,
|
| 88. |
[Amended 2013] Subject to the provisions of the Statutes, the Board of Directors may delegate their authorities in whole or in part to committees as they shall deem fit and they may from time to
time revoke such delegation. Any committee so created, must, in exercising the authorities granted to it, adhere to all the instructions of the Board of Directors given from time to time.
|
| 89. |
All acts done bona fide at any meeting of the Board of Directors, or of a Committee of the Board of Directors or by any person(s) acting as Director(s), shall, notwithstanding that it may afterwards be discovered that there was some
defect in the appointment of the participants in such meeting or any of them or any person(s) acting as aforesaid, or that they or any of them or any person(s) acting as aforesaid, or that they or any of them were disqualified, be as
valid as if there were no such defect or disqualification.
|
| 90. |
[Amended 2013] The Board of Directors and each Committee of the Board of Directors shall cause proper Minutes to be kept of the following:
|
|
|
(a) |
The names of all the Directors present at any meeting of the Board of Directors and at any meeting of a Committee of the Board of Directors;
|
|
|
(b) |
All resolutions and proceedings of General Meetings of the Company, Board of Directors' meetings and Committee of the Board of Directors' meetings.
|
| 91. |
[Amended 2012] Subject to the provisions of the Statutes, all bona fide acts carried out at any meeting of the Board of Directors held in Israel or thereafter as a result therefrom shall be
valid notwithstanding the fact that a Director who was absent from Israel at the time of the meeting did not receive a notice with respect to its convening.
|
| 92. |
[Amended 2013] Subject to and in accordance with the provisions of the Statutes and to all orders and regulations issued thereunder, the Company may cause branch registers to be kept in any
place outside Israel as the Board of Directors may think fit, and, subject to all applicable legal requirements, the Board of Directors may from time to time adopt such rules and procedures as it may think fit in connection with the
keeping of such branch registers.
|
| 93. |
The Board of Directors may from time to time appoint a Secretary to the Company as it deems fit and may appoint a temporary Assistant-Secretary who shall act as Secretary for the term of his appointment.
|
|
|
(a) |
Authorization to sign on behalf of the Company and thereby bind it shall be made and granted from time to time by the Board of Directors. The Company shall have at least one rubber stamp. The Company shall be bound by the signature of
the aforesaid appointees if appearing together after its stamp or imprinted name (e.g. cheques).
|
|
|
(b) |
The Board of Directors may provide for a seal. If the Board of Directors so provide, it shall also provide for the safe custody thereof. Such seal shall not be used except by the authority of the Board of Directors and in the presence
of the person(s) authorized to sign on behalf of the Company, who shall sign every instrument to which such seal is affixed.
|
| 95. |
[Amended 2013]Subject to the provisions of the Statutes, and subject to any preferential, deferred, qualified or other rights, privileges or conditions attached to any special class of shares,
with regard to dividends, the profits of the Company available for dividend and resolved to be distributed, shall be applied in payment of dividends upon the shares of the Company in proportion to the amount paid up or credited as paid up
per the nominal value thereon respectively, otherwise than in advance of calls. Unless not otherwise specified in the conditions of issuing of the shares, all dividends with respect to shares which were not fully paid up within a certain
period, for which dividends were paid, shall be paid proportionally to the amounts paid or credited as paid on the nominal value of the shares during any portion of the abovementioned period (Pro-Rata Temporis).
|
| 96. |
[Replaced 2002, amended 2013] The Company's Board of Directors, subject to any restrictions contained in the Statutes, may declare and pay dividend, either in the form of cash or stock, to its
shareholders according to their rights and interests in the profit and may fix the time for payment.
|
| 97. |
[Deleted 2013]
|
| 98. |
A transfer of shares shall not pass the right to any dividend declared thereon after such transfer and before the registration of the transfer.
|
| 99. |
Notice of the declaration of any dividend, shall be given to the holders of registered shares in manner hereinafter provided.
|
| 100. |
[Amended 2012] Subject to the provisions of the Statutes, unless otherwise directed, any dividend may be paid by cheque or warrant, sent through the post to the registered address of the member
or person entitled, or in the case of joint registered holders to that one of them first named in the register in respect of the joint holding. Every such cheque shall be made payable to the order of the person to whom it is sent. The
receipt of the person whose name, at the date of the declaration of the dividend, appears on the register of members as the owner of any share, or in the case of joint holders, of any one of such joint holders, shall be a good discharge
to the Company of all payments made in respect of such share. All dividends unclaimed for one year after having been declared may be invested or otherwise used by the Directors for the benefit of the Company until claimed. No unpaid
dividend or interest shall bear interest as against the Company
|
| 101. |
[Replaced 2002, amended 2013] Subject to the provisions of the Statutes, upon declaration by the Board of Directors a dividend may be paid, wholly or partly, by the distribution of specific
assets of the Company or by distribution of paid up shares, debentures, debenture stock or any other securities of the Company or of any other companies or in any one or more of such ways.
|
| 102. |
[Amended 2013] Subject to the provisions of the Statutes, upon the recommendation of the Board of Directors, approved by Ordinary Resolution of the Company, the Company -
|
|
|
i. |
may cause any moneys, investments, or other assets forming part of the undivided profits of the Company, standing to the credit of a reserve fund, or to the credit of a reserve fund for the redemption of capital, or in the hands of the
Company and available for dividends, or representing premiums received on the issuance of shares and standing to the credit of the share premium account, to be capitalized and distributed among such of the shareholders as would be
entitled to receive the same if distributed by way of dividend and in the same proportion, or to be distributed only to a certain part of the shareholders, while not distributed to other shareholders as will be decided by the General
Meeting on the footing that they become entitled thereto as capital, or may cause any part of such capitalized fund to be applied on behalf of such shareholders in paying up in full, either at par or at such premium as the resolution may
provide, any unissued shares or debentures or debenture stock or any other securities of the Company which shall be distributed accordingly, or in payment, in full or in part, of the uncalled liability on any issued shares or debentures
or debenture stock; and –
|
|
|
ii. |
may cause such distribution or payment to be accepted by such shareholders in full satisfaction of their interest in the said capitalized sum. When distributing shares for capitalized profits all members shall receive shares of one
class - whether such class existed prior thereto or was created therefor; or, every shareholder shall receive shares of the same class which conferred upon him the right to receive shares from the capitalization of profits, or of any
other class or a combination of several classes of shares - in accordance with the approval of the General Meeting.
|
| 103. |
[Deleted 2013]
|
| 104. |
[Amended 2013] For the purpose of giving full effect to any resolution under Articles 100 and 101 the Board of
Directors may settle any difficulty which may arise in regard to the distribution as it thinks expedient, and, in particular may fix the value for distribution to any members upon the footing of the value so fixed or determine that
fractions of less nominal value than one New Israeli Shekel may be disregarded in order to adjust the rights of all parties, and may vest any such cash, shares, debentures, debenture stock or specific assets with trustees upon such trusts
for the persons entitled to the dividend or capitalized fund as may seem expedient to the Board of Directors.
|
| 105. |
[Amended 2013] The Board of Directors shall cause accurate books of account to be kept in accordance with the provisions of the Statutes and of any other applicable law. Such books of account
shall be, kept at the Registered Office of the Company, or at such other place or places as the Board of Directors may think fit, and they shall always be open to inspection by all Directors. Subject to the provisions of the Statutes no
member, not being a Director, shall have any right to inspect any account or book or other similar document of the Company, except as conferred by law or authorised by the Board of Directors or by Ordinary Resolution of the Company.
|
| 106. |
At least once in every fiscal year the accounts of the Company shall be audited and the correctness of the profit and loss account and balance sheet certified by one or more duly qualified auditors.
|
| 107. |
The appointment, authorities, rights and duties of the auditor(s) of the Company, shall be regulated by the applicable law.
|
| 108. |
[Amended 2013] Subject to the provisions of the Statutes:
|
|
|
(a) |
Any notice or other document may be served by the Company upon any member either personally or by sending it by prepaid registered mail (air mail if sent to a place outside Israel) addressed to such member at his address as described
in the Register of Members or such other addresses as he may have designated in writing for the receipt of notices and other documents together with publication in two daily newspapers published in Israel. Any written notice or other
document shall be deemed to have been served forty-eight (48) hours after it has been posted (seven (7) days if sent to a place, or posted at a place outside Israel), or when actually received by the addressee if sooner than forty-eight
(48) hours or seven days, as the case may be, after it has been posted, or when actually tendered in person, to such member (or to the Secretary or the President), provided, however, that such notice or other document as mentioned above
may be sent by cablegram or telex and confirmed by registered mail as aforesaid, and such notice shall be deemed to have been given twenty-four (24) hours after such cablegram or telex has been sent
or when actually received by such member (or by the Company), whichever is earlier. If a notice is, in fact, received by the addressee, it shall be deemed to have been duly served when received, notwithstanding that it was defectively
addressed or failed, in some respect, to comply with the provisions of this Article.
|
|
|
(b) |
Unless otherwise specified in bearer share warrants, the holders of such warrants shall not be entitled to receive notice of any General Meeting of the Company, and the Company is under no obligation to give notice of General Meetings
to a person entitled to a share by virtue of Its delivery to him, unless he is duly registered as a member.
|
|
|
(c) |
All notices to be given to the members shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the Register of Members, and any notice so given shall be sufficient
notice to the holders of such share.
|
|
|
(d) |
Any member whose address is not described in the Register of Members, and who shall not have designated in writing an address for the receipt of notices, shall not be entitled to receive any notice from the Company.
|
|
|
(e) |
Any notice or other document served upon or sent to any member by publication in accordance with these Articles shall, notwithstanding that he be then deceased or bankrupt, and whether the Company has notice of his death or bankruptcy
or not, be deemed to be duly served or sent in respect of any shares held by him (either alone or jointly with others) until some other person is registered in his stead as the holder or joint holder of such shares, and such service or
sending shall be a sufficient service on or sending to his heirs, executors, administrators or assigns and all other persons (if any) interested in such share.
|
|
|
(f) |
Where a given number of days notice or notice extending over any period is required to be given, the day of service shall be counted in such number of days or other period.
|
|
|
(g) |
[Added 1998] To avoid any doubts, the entitlement of a member to receive any notice relating to convening meeting of shareholders under these Articles shall be as determined in article 53(a).
|
| 109. |
Subject to the provisions of the Statutes, on any sale of the undertaking of the Company, the Directors, or the liquidators on a winding-up, may, if authorized by, accept fully paid or partly paid up shares, debentures or securities of
any other company, whether Israeli or foreign, either then existing or to be formed, for the purchase in whole or in part of the property of the Company, and the Directors (if the profits of the Company permit), or the liquidators (on a
winding-up), may distribute such shares, or securities, or any other property of the Company, amongst the members, without realization, or vest the same In trustees for them, and any may provide for the distribution or appropriation of
the cash, shares, or other securities, benefits, or property, otherwise than in accordance with the strict legal rights of the members as contributories of the Company, and for valuation of any such securities or property at such price
and in such manner as the meeting may approve, and all holders of shares shall be bound to accept and shall be bound by any valuation or distribution so authorized, and waive all rights in relation thereto, save only In the event that the
Company is proposed to be or is in the course of being wound up, such statutory rights (if any) under the provisions of the Statutes as are incapable of being varied or excluded by these presents.
|
| 110. |
[Replaced 2004, amended 2013]
|
|
|
(a) |
Subject to the provisions of the Statutes, the Company is authorized to indemnify its Directors and other Office Holders (collectively "the Officers"), as this term is defined under section 1 of
the Companies Law, to the fullest extent permitted by the Companies Law, for any liability, payment or expense as detailed below, imposed on the Officers or expended by them due to an action (or omission) preformed by the Officers in
their capacity as Officers of the Company.
|
|
|
(b) |
The Company may indemnify Officers retrospectively for debts or expenses imposed on such Officer due to an act done by virtue of his being an Officer in the Company:
|
|
|
(1) |
A monetary liability imposed on an Officer in favor of another person by a judgment, including a compromise judgment or an arbitration decision that was approved by a court;
|
|
|
(2) |
Reasonable legal expenses, including attorney's fees, (i) expended by the Officer as a result of an investigation or proceeding instituted against the
Officer by a competent authority, provided that such investigation or proceeding concluded without the filing of an indictment against the Officer and either (A) concluded without the imposition of any monetary liability in lieu of
criminal proceedings or (B) concluded with the imposition of a monetary liability in lieu of criminal proceedings but relates to a criminal offense that does not require proof of criminal intent, or (ii) expended by the Officer in respect
of any monetary sanction;
|
|
|
(3) |
A monetary obligation imposed on the Officer in favor of another person who was injured by a violation, as this term is defined in section 52(54)(a)(1)(a) of the Securities Law.
|
|
|
(4) |
Expenses expended by the Officer, including reasonable litigation expenses, and including attorney's fees, in respect of any proceeding under chapters 8-C, 8-D or 9-A of the Securities Law or in respect to any monetary sanction.
|
|
|
(5) |
Reasonable legal expenses, including attorneys fees, which the Officer incurred or with which he was charged by the Court, in a proceeding brought against
him by the Company, in its name or by another person, or in a criminal prosecution in which he was found innocent, or in a criminal prosecution in which he was convicted of an offense that does not require proof of criminal intent;
|
|
|
(6) |
Any other liability, payment or expense which the Company may indemnify its Officers under the Statues.
|
|
|
(1) |
A monetary liability imposed on an Officer in favor of another person by a judgment, including a compromise judgment or an arbitration decision that was approved by a court provided that such undertaking be limited to types of events
that in the opinion of the Board of Directors can be foreseen at the time of granting the undertaking to indemnify, and to a sum determined by the Board of Directors as reasonable in the circumstances of the case.
|
|
|
(2) |
A provision permitting the company to indemnify its Officer for debts or expenses stated in articles 110(b)(2)-(6) above.
|
|
|
(c) |
Subject to the provisions of the Companies Law, the Company may enter into an agreement for the insurance of Officers responsibility for any liability that will be imposed on the officers due to an action (or omission) preformed by the
Officers in their capacity as Officers of the Company, in each of the following:
|
|
|
(1) |
A breach of duty of care to the Company or to any other person;
|
|
|
(2) |
Breach of fiduciary duty to the Company, on condition that the Officer acted in good faith and had reasonable grounds to assume that the act would not cause the Company any harm;
|
|
|
(3) |
A monetary obligation that will be imposed on the Officer to the benefit of another person.
|
|
|
(4) |
A monetary obligation imposed on the Officer in favor of another person who was injured by a violation, as this term is defined in section 52(54)(a)(1)(a) of the Securities Law.
|
|
|
(5) |
Expenses expended by the Officer, including reasonable litigation expenses, and including attorney's fees, in respect of any proceeding under chapters H-3, H-4 or I-1 of the Securities Law or in respect any monetary sanction.
|
|
|
(d) |
Subject to the provisions of the Companies Law, the Company is authorized to procure insurance for or indemnify any person whom is not an Officer, including, without limitations, any employee, agent, consultant or contractor of the
Company.
|
| 111. |
If the Company shall be wound up, whether voluntarily or otherwise, the liquidators may with the sanction of an Extraordinary Resolution divide among the members in specie any part of the assets of the Company, and may, with like
sanction, vest any part of the assets of the Company in trustees upon such trusts, for the benefit of the members, as the liquidators with like sanction shall think fit. The resolution sanctioning any such division may also sanction a
division otherwise than in accordance with the legal rights of the members and may confer special rights on any class of member, but in case any resolution shall be passed sanctioning any division otherwise than in accordance with the
legal rights of the members, any member who would be prejudiced thereby shall have a right to dissent, and, ancillary rights, as if such resolution were a Special Resolution passed pursuant to Section 334 of
the Companies Ordinance.
|
| 112. |
[Added 2013] The Company may donate reasonable sums to worthy causes, even if such donations are not within the scope of business consideration, as the Board or the President of the Company
shall deem fit from time to time.
|
| FOR |
AGAINST
|
ABSTAIN
|
|||||
|
Item No. 1
|
Approval of the renewal and amendment of the Company’s Compensation Policy for an additional three (3) years
|
☐ | ☐ | ☐ |
|||
| FOR |
AGAINST
|
ABSTAIN
|
|||||
|
Item No. 2
|
Approval of the amendments to the compensation terms of the Company's President and Chief Executive Officer, Mr. Igal Zamir:
|
☐ | ☐ | ☐ |
|||
|
VOTE FOR EACH AMENDMENT SEPARATELY.
|
|
|
|
||||
| FOR | AGAINST | ABSTAIN |
|||||
|
I. Approval of the grant of 200,000 Options to purchase Shares of the Company.
|
☐ | ☐ | ☐ |
||||
|
|
|
|
|||||
|
II. Approval of the grant of a one-time special bonus equivalent to two monthly salaries.
|
☐ | ☐ | ☐ |
||||
| FOR |
AGAINST
|
ABSTAIN
|
|||||
|
Item No. 3
|
Approval of the grant of a one-time special bonus equivalent to two monthly salaries for the Company's Chief Financial Officer, Mr. Ehud Ben Yair.
|
☐ | ☐ | ☐ |
|||
| |
FOR
|
AGAINST
|
ABSTAIN
|
||||
|
Item No. 4
|
Approval of the grant of Options to purchase Shares of the Company to Mr. Amos Malka, the active chairman of the board of directors of the Company.
|
☐ | ☐ | ☐ | |||
| |
FOR
|
AGAINST
|
ABSTAIN
|
||||
|
Item No. 5
|
Approval of the amended and restated Company's 2022 Stock Option Plan.
|
☐ | ☐ | ☐ | |||
| |
FOR
|
AGAINST
|
ABSTAIN
|
||||
|
Item No. 6
|
Approval of an increase in the authorized share capital of the Company by 2,000,000 ordinary shares and the corresponding amendment of the Articles of Association of the
Company to reflect this change.
|
☐ | ☐ | ☐ | |||