エドガーで原本を確認する
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Yitschak Barabi, Chief Financial Officer
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4 Nahal Harif St., Northern Industrial Zone,
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Yavne 81106, Israel
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Tel: 972-8-932-1000
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(Name, Telephone, E-mail and/or Facsimile number and Address of Registrant's Contact Person)
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, NIS 0.10 par value per share
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WILC
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Nasdaq Capital Market
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Large accelerated filer ☐
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Accelerated filer ☐
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Emerging growth company ☐
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Non-accelerated filer ☒
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payment default by, or loss of, one or more of our principal clients; the loss of one or more of our key personnel; |
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market risks of our portfolio of marketable securities, such as changes affecting currency exchange rates; |
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termination of, or changes in, arrangements with our suppliers; |
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increasing levels of competition in Israel and other markets in which we do business; |
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increase or decrease in global product prices of food products; |
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our inability to accurately predict consumption of our products or changes in consumer preferences; |
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product liability claims and other litigation matters; |
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interruption to our storage facilities; |
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our insurance coverage may not be sufficient; |
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our operating results may be subject to variations from quarter to quarter; |
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our inability to successfully compete with nationally branded products; |
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our inability to successfully integrate our acquisitions; |
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our inability to protect our intellectual property rights; |
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significant concentration of our shares is held by one shareholder; |
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we are controlled by and have business relations with Willi-Food Investments Ltd. and its management; |
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the price of our ordinary shares may be volatile; |
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our inability to meet the Nasdaq Capital Market (“Nasdaq”) and the TASE listing requirements; |
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our inability to obtain and maintain regulatory qualifications or approvals for our products orsuccessfully comply with laws and
regulations related to our activities in Israel; |
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our inability to maintain an effective system of internal controls; |
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cyber-attacks on the Company's information systems; |
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economic conditions in Israel; |
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changes in political, economic and military conditions in Israel, including, in particular, economic conditions in the |
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our international operations may be adversely affected by risks associated with international business. |
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War, such as the current war in Israel for more information, see “– We may be affected by political, economic and military
conditions in Israel and the Middle East”. |
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varying regulatory restrictions on sales of our products to certain markets and unexpected changes in regulatory requirements;
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tariffs, customs, duties, quotas and other trade barriers; |
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global or regional economic crises; |
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difficulties in managing foreign operations and foreign distribution partners; |
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longer payment cycles and problems in collecting trade receivable; |
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fluctuations in currency exchange rates; |
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political risks; |
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foreign exchange controls which may restrict or prohibit repatriation of funds; |
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export and import restrictions or prohibitions, and delays from customs brokers or government agencies; |
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seasonal reductions in business activity in certain parts of the world; |
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potentially adverse tax consequences; and |
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Depending on the countries involved, any or all of the foregoing factors could materially harm our business, financial condition
and results of operations. |
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to promote the “Willi-Food” brand name and other brand names used by the Company (such as “Euro
European Dairies”) and to increase market penetration of products through marketing efforts and advertising campaigns; |
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to expand our current food product lines and diversify into additional product lines, as well as to respond
to market demand; |
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to enter new fields of activity/operating segments; |
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Expand the company's activities by improving its logistics system, including continued investment in the
construction of the new logistics center; |
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utilizing management’s expertise in identifying market demand and preferences, as well as its supplier sourcing abilities too;
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continue to locate, develop and distribute additional food products, some of which may be new to Israeli consumers; |
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penetrate new food segments within Israel through the establishment of food manufacturing factories or
the establishment of business relationships and cooperation with existing Israeli food manufacturers; |
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increase its inventory levels from time to time both to achieve economies of scale on its purchases from
suppliers and to more fully meet its customers’ demands; |
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further expand into international food markets, mainly in the U.S. and Europe, by purchasing food distribution
companies, increasing cooperation with local existing distributors and/or exporting products directly to customers; and |
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penetrate new markets in other countries through the establishment of business relationships and cooperation
with representatives in such markets, subject to a positive political climate. |
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Canned Vegetables and Pickles: including mushrooms (whole and sliced), artichoke (hearts and bottoms),
beans, asparagus, capers, corn kernels, baby corn, palm hearts, vine leaves (including vine leaves stuffed with rice), sour pickles, mixed
pickled vegetables, pickled peppers, an assortment of olives, garlic, roasted eggplant sun and dried tomatoes. These products are imported
primarily from China, Greece, Thailand, Turkey, India, and the Netherlands. |
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Canned Fish: including tuna (in oil or water), sardines, anchovies, smoked and pressed cod liver, herring,
fish paste and salmon. These products are primarily imported from the Philippines, Thailand, Greece, Germany and Sweden. |
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Canned Fruit: including pineapple (sliced or pieces), peaches, apricots, pears, cherries and fruit cocktail.
These products are primarily imported from China, Monaco, the Philippines, Thailand, Greece and Europe. |
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Edible Oils: including olive oil, regular and enriched sunflower oil, soybean oil, corn oil and rapeseed
oil. These products are primarily imported from Belgium, Poland, Italy, the Netherlands and Spain. |
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Dairy and Dairy Substitute Products: including hard and semi-hard cheeses (parmesan, edam, kashkaval, gouda,
cheddar, pecorino, manchego, maasdam, iberico and emmental), molded cheeses (Brie, Camembert and Bloose), feta, Bulgarian cubes, goat
cheese, fetina, butter, butter spreads, margarine, melted cheese, cheese alternatives, condensed milk, whipped cream, yogurt, frozen pizza
and others. These products are primarily imported from Greece, France, Lithuania, Poland, Denmark, Germany, Italy and the Netherlands.
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Dried Fruit, Nuts and Beans: including figs, apricots and organic apricots, chestnuts organic chestnuts,
sunflower seeds, walnuts, pine nuts, cashews, banana chips, pistachios and peanuts. These products are primarily imported from GreeceTurkey,
India, China, Thailand and the United States. |
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Other Products: including, among others, instant noodle soup, frozen edamame soybeans, freeze dried instant
coffee, bagels, breadstick, coffee creamers, lemon juice, halva, Turkish delight, cookies, vinegar, sweet pastry and crackers, sauces,
corn flour, rice, rice sticks, pasta, organic pasta, spaghetti and noodles, breakfast cereals, corn flakes, rusks, rusks, tortilla, dried
apples snacks, deserts (such as tiramisu and pastries) and ice cream. These products are primarily imported from the Netherlands, Germany,
Italy, Greece, Belgium, the United States, Scandinavia, Switzerland, China, Thailand, Turkey, India, and South America. |
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large retail supermarket chains, |
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small retail supermarket chains, and |
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other customers, including small private grocery shops, government institutions, wholesalers, restaurants,
hotels, and hospitals. |
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Percentage of Total Sales Year Ended December 31 |
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Customer Group |
2024 |
2023 |
2022 |
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Large retail supermarket chains |
48 |
% |
49 |
% |
48 |
% | ||||||
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Institutional market - wholesalers |
13 |
% |
13 |
% |
14 |
% | ||||||
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Institutional market - catering and restaurants |
10 |
% |
11 |
% |
12 |
% | ||||||
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Private customers |
9 |
% |
8 |
% |
8 |
% | ||||||
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Small supermarket chains |
6 |
% |
5 |
% |
6 |
% | ||||||
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Government customers |
5 |
% |
4 |
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2 |
% | ||||||
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Other customers |
9 |
% |
10 |
% |
10 |
% | ||||||
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100 |
% |
100 |
% |
100 |
% | ||||||
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Year ended December 31, |
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2024 |
2023 |
2022 |
2024 |
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NIS |
NIS |
NIS |
US Dollars |
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Canned Vegetables Fruits and Pickles |
104,027 |
86,212 |
79,969 |
28,524 |
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Dairy and Dairy Substitute Products |
209,974 |
212,728 |
188,738 |
57,575 |
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Canned Fish |
83,056 |
74,750 |
62,270 |
22,774 |
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Cereals, rice and pastas |
59,026 |
61,573 |
61,350 |
16,185 |
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Oils |
46,727 |
43,058 |
44,241 |
12,812 |
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Other |
72,985 |
64,941 |
61,757 |
20,012 |
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W.F.D. (Import, Marketing and Trading) Ltd. (“WFD”) |
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W. Capital Ltd. (“W. Capital”) |
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Euro European Dairies Ltd. |
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Year Ended
December 31,
2024 |
Year Ended
December 31, 2023 |
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Revenues |
575,795 |
543,262 |
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Cost of Sales |
414,461 |
422,695 |
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Gross Profit |
161,334 |
120,567 |
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Selling Expenses |
68,893 |
74,216 |
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General and Administrative Expenses |
26,165 |
26,110 |
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Operating profit before other expenses (income) |
66,276 |
20,241 |
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Other expenses (Income) |
11,402 |
(109 |
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Operating profit |
54,874 |
20,350 |
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Financial Income, Net |
37,808 |
18,842 |
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Profit before taxes on income |
92,682 |
39,192 |
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Taxes on income |
(22,367 |
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(7,536 |
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Net Income |
70,315 |
31,656 |
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Name |
Age |
Position with the Company
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Joseph Williger |
68 |
Director, and Chief Executive Officer |
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Zwi Williger |
70 |
Director, Chairman of the Board |
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Erez Winner |
56 |
Senior Officer (business development logistic operation and building) |
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Yitschak Barabi |
40 |
Chief Financial Officer |
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Ran Asulin |
41 |
Chief Trade and Selling Officer |
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Shlomo Gold |
65 |
Director |
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Ayelet Nir (1) (2) |
55 |
External Director |
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Idan Ben-Shitrit (1) (2) |
50 |
External Director |
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(1) |
Member of the Audit Committee |
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Member of the Compensation Committee |
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Name and Principal
Position |
Salary
(1) |
Management
Fees
(2) |
Bonus
(3) |
Options
(4) |
Total |
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NIS thousands | ||||
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Zwi Williger (4)
Chairman of the Board |
- |
1,609 |
1,290 |
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2,900 |
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Joseph Williger (4)
CEO and Former Co-Chairman of the Board |
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1,625 |
1,290 |
- |
2,915 |
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Yitschak Barabi
Chief Financial Officer |
724 |
- |
175 |
125 |
1,023 |
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Ran Asulin
Chief Trade and Selling Officer |
716 |
- |
175 |
125 |
1,016 |
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Erez Winner
Senior officer (business development logistic operation and building) and Former CEO |
809 |
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175 |
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984 |
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(1) |
Includes car and mobile phone benefits. |
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(2) |
Includes tax gross-up payments. |
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(3)
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Represents annual bonuses granted to the Covered Executive based on formulas set forth
in the Company’s compensation policy approved by shareholders in June 2021 (the “Amended Compensation Policy”) and the
agreements with each of the Covered Executives which was replaced by the Company’s current compensation policy in March 2023.
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The Chairman of the board of directors; |
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A controlling shareholder or his relative; |
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Any director employed by or who provides services to the company on a regular basis. |
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Any director employed by the controlling shareholder or by any corporation controlled by the controlling
shareholder or who provides services to the controlling shareholder on a regular basis; and |
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Any director whose principal livelihood comes from the controlling shareholder. |
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Recommending the board of directors, the compensation policy for the company’s office holders to
be adopted by the company and to recommend to the board of directors, once every three years, regarding any extension or modification
of the current compensation policy which had been approved for a period of more than three years; |
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From time to time, recommending to the board of directors regarding updates required to the compensation
policy and examining the implementation thereof; |
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Determining whether to approve the company’s office holders’ terms of office and employment
in situations that require the approval of the compensation committee in accordance with the Israeli Companies Law; and |
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the compensation committee and after the Board decided on the basis of detailed reasons and re-discussion
of the compensation policy, the approval of the compensation policy despite the shareholders' objection is in favor of the company; and
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2) |
the Company is not a “Public Pyramid Held Company”, which is a public company controlled by
another public company (including by a company that only issued debentures to the public), which is also controlled by another public
company (including a company that only issued debentures to the public) that has a controlling shareholder. |
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the compensation committee and the board of directors have taken into consideration
the mandatory considerations and criteria which are specified in the Israeli Companies Law for a compensation policy and the respective
employment terms include such mandatory considerations and criteria; and |
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2) |
the company’s shareholders approved such terms of employment, subject to a special
majority requirement. |
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both the compensation committee and the board of directors re-discussed the transaction
and decided to approve it despite the shareholders’ objection, based on detailed reasons; and |
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2) |
the Israeli company is not a “Public Pyramid Held Company”, which is a
public company controlled by another public company (including by a company that only issued debentures to the public), which is also
controlled by another public company (including a company that only issued debentures to the public) that has a controlling shareholder.
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extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal
interest; and |
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the terms of an engagement by the company, directly or indirectly, with a controlling shareholder or a
controlling shareholder’s relative (including through a corporation controlled by a controlling shareholder), regarding the company’s
receipt of services from the controlling shareholder, and if such controlling shareholder is also an office holder of the company, regarding
his or her terms of employment. |
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the majority of the shares of the voting shareholders who have no personal interest in the transaction
must vote in favor of the proposal (shares held by abstaining shareholders shall not be considered); or |
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the total shareholdings of those who have no personal interest in the transaction and who vote against
the transaction must not represent more than 2% of the aggregate voting rights in the company. |
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such majority includes a majority of the total votes of shareholders who have no personal
interest in the approval of the transaction (and in case of a CEO, who are not a controlling shareholder) and who participate in the voting,
in person, by proxy or by written ballot, at the meeting (abstentions not taken into account); or |
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2) |
the total number of votes of shareholders mentioned above that vote the transaction
do not represent more than 2% of the total voting rights in the company. |
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any amendment to the articles of association; |
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an increase in the company’s authorized share capital; |
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a merger; or |
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approval of actions and transactions that require shareholder approval. |
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each person known by the Company to beneficially own more than 5% of the outstanding
shares of ordinary shares; |
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each of the Company’s named executive officers and directors; and |
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all of the Company’s named executive officers and directors as a group. |
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Name and Address |
Number of Ordinary Shares Beneficially Owned |
Percentage of Ordinary Shares |
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Willi-Food Investments Ltd. |
8,200,542 |
59.09 |
% | |||||
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B.S.D. Crown Ltd. (1) |
8,971,617 |
64.7 |
% | |||||
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Joseph and Zwi Williger (2) |
10,337,804 |
74.5 |
% | |||||
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Brian Gaines (3) |
804,204 |
5.8 |
% | |||||
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(1) |
Includes (i) 8,200,542 Ordinary Shares held by Willi-Food, and (ii) 771,075 Ordinary
Shares held by B.S.D. Crown Ltd. (“BSD”). Willi-Food is controlled by its majority shareholder, BSD, and BSD may be deemed
to beneficially own all of the shares owned by Willi-Food. The business address of B.S.D. Crown Ltd., 7 Menachem Begin Road, Gibor Sport
Tower, 8th Floor, Ramat Gan 5268102, Israel. |
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(2) |
As of the date hereof, JW directly owns though a wholly-owned company 135,751 Ordinary
Shares and ZW directly owns though a wholly-owned company 1,230,436 Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each
be deemed to beneficially own 10,337,804 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL, 771,075 Ordinary
Shares held directly by B.S.D, 135,751 Ordinary Shares held directly by JW and 1,230,436 Ordinary Shares held directly by ZW), or approximately
74.5% of the outstanding Ordinary Shares. Thus, as of the date hereof, each of JW and ZW may be deemed to have the shared power to vote,
or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares. The business address of Joseph
Williger is Kaplan St., Herzliya 4674311, Israel, and the business address of Zwi Williger, 7 Hashikma St., Savion, Israel. |
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(3) |
Based on a Schedule 13G filed February 14, 2024, this amount consists of 635,654 Ordinary
Shares (representing approximately 4.6% of our total shares outstanding) directly held by Springhouse Capital (U.S), L.P. (the “Fund”),
and 128,959 Ordinary Shares owned by Mr. Gaines for his own account and an additional 39,591 Ordinary Shares held by immediate family
members in accounts Mr. Gaines controls and of which Mr. Gaines may be deemed to beneficially owner (in total representing approximately
1.2% of our total shares outstanding). Mr. Gaines serves as managing member of Springhouse Capital Management G.P., LLC (“Springhouse”)
and as a director of Springhouse Asset Management, Ltd. (the “General Partner”) and, as a result, may be deemed to beneficially
own shares owned by the Fund. Springhouse is the general partner of Springhouse Capital Management, L.P. (“Management”) and,
as a result, may be deemed to beneficially own shares owned by the Fund. Management is the investment manager of the Fund and as a result,
may be deemed to beneficially own shares owned by the Fund. The General Partner is the general partner of the Fund, and, as a result,
may be deemed to beneficially own shares owned by the Fund. |
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financial institutions or insurance companies; |
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real estate investment trusts, regulated investment companies or grantor trusts;
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dealers or traders in securities or currencies; |
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tax-exempt entities; |
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certain former citizens or long-term residents of the United States; |
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persons that received our shares as compensation for the performance of services; |
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persons that will hold our shares as part of a “hedging” or “conversion” transaction
or as a position in a “straddle” for United States federal income tax purposes; |
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holders that will hold our shares through a partnership or other pass-through entity; |
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U.S. Holders (as defined below) whose “functional currency” is not the U.S. Dollar; or
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holders that own directly, indirectly or through attribution 10.0% or more, of the voting power or value,
of our shares. |
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a citizen or resident of the United States; |
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a corporation (or other entity treated as a corporation for United States federal income tax purposes)
created or organized in or under the laws of the United States or any state thereof, including the District of Columbia; |
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an estate the income of which is subject to United States federal income taxation regardless
of its source; or |
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a trust if such trust has validly elected to be treated as a United States person for United States federal
income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2)
one or more United States persons have the authority to control all of the substantial decisions of such trust. |
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• |
such gain is effectively connected with your conduct of a trade or business in the United
States; or |
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you are an individual and have been present in the United States for 183 days or more in the taxable year
of such sale or exchange and certain other conditions are met. |
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at least 75% of its gross income is “passive income”; or |
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at least 50% of the average value of its gross assets (which may be determined, in part, by the market
value of our ordinary shares, which is subject to change) is attributable to assets that produce “passive income” or are held
for the production of passive income. |
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Gain (loss) from exchange rate change NIS thousands |
Fair net NIS thousands |
Gain (loss) from exchange rate change NIS thousands | ||
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Change in exchange rate
USD |
10%
(2,032) |
5%
(1,016) |
20,323 |
5%
1,016 |
10%
2,032 |
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Change in exchange rate
EURO |
10%
(256) |
5%
(128) |
(2,564) |
5%
(128) |
10%
(256) |
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Gain (loss) from interest change NIS thousands |
Fair value NIS thousands |
Gain (loss) from interest change NIS thousands | ||
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Change in Interest as % of interest rate |
10% |
5% |
|
5% |
10% |
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Increase\decrease in financial Income |
(5,276) |
(2,638) |
52,765 |
2,638 |
5,276 |
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• |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; |
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• |
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and directors; and |
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• |
provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
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NIS 2024 |
USD 2024 |
NIS 2023 |
USD 2023 |
|
Audit Fees and Tax Fees (1)(2) |
400,000 |
109,679 |
438,500 |
120,899 |
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All Other Fees (3) |
- |
- |
26,910 |
7,419 |
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TOTAL |
400,000 |
109,679 |
465,410 |
128,318 |
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(1) |
Audit Fees consist of fees billed for the annual audit services engagement and other audit services, which
are those services that only the external auditor can reasonably provide, and include the Company audit; statutory audits; comfort letters
and consents; attest services; and assistance with and review of documents filed with the SEC. |
| (2) |
Tax Fees include fees billed for tax compliance services, including the preparation of original and amended
tax returns and claims for refund; tax consultations, such as assistance and representation in connection with tax audits, tax advice
related to mergers and acquisitions, transfer pricing, and requests for rulings or technical advice from taxing authority. |
| (3) |
All Other Fees include attestation services. |
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• |
Executive Sessions – Under Nasdaq rules,
U.S. domestic listed companies, must have a regularly scheduled meeting at which only independent directors are present. We do not have
such executive sessions. |
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• |
Compensation of Officers - Under Nasdaq rules, the Company must
adopt a formal written compensation committee charter addressing the scope of the compensation committee's responsibilities, including
structure, processes and membership requirements, among others. We do not have such a formal written charter. |
|
|
• |
Nominations of Directors - Under Nasdaq rules, U.S. domestic listed
companies, must have a nominations committee comprised solely of independent directors and must have director nominees selected or recommended
by a majority of its independent directors. Our directors are not nominated in this manner. |
|
|
• |
Nominations Committee Charter or Board Resolution - Under Nasdaq
rules, U.S. domestic listed companies, must adopt a formal written charter or board resolution, as applicable, addressing the nominations
process and such related matters as may be required under the federal securities laws. We do not have such a formal written charter or
board resolution. |
|
|
• |
Quorum - Under Nasdaq rules, U.S. domestic listed company's by-laws
provide for a quorum of at least 33 1/3 percent of the outstanding shares of the company’s common voting stock. According to our
articles our quorum should be at least 25 percent of the outstanding shares of our common voting stock. |
|
|
• |
Review of Related Party Transactions: Under Nasdaq Listing Rules,
domestic listed companies must conduct an appropriate review and oversight of all related party transactions for potential conflict of
interest situations on an ongoing basis by the company’s audit committee or another independent body of the board of directors.
Although Israeli law requires us to conduct an appropriate review and maintain oversight of all related-party transactions similar to
the Nasdaq Listing Rules, we follow the definitions and requirements of the Companies Law in determining the kind of approval required
for a related-party transaction, which tend to be more rigorous than the Nasdaq Listing Rules. |
|
|
• |
Shareholder Approval of Certain Equity Compensation: Under Nasdaq
Listing Rules, shareholder approval is required prior to an issuance of securities in connection with equity-based compensation of officers,
directors, employees or consultants. The Company has indicated that it will receive shareholder approval as required by Israeli law, including
upon issuance of options to directors or to controlling shareholders. |
|
Exhibit
Number
|
Description
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
101.INS
|
XBRL Instance Document
|
|
†
|
Informal English translations from Hebrew original.
|
|
(1)
|
Incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019.
|
|
(2)
|
Incorporated by reference to Exhibit 1.2 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019.
|
|
(3)
|
Incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023.
|
|
(4)
|
Incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005.
|
|
(5)
|
Incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005.
|
|
(6)
|
Incorporated by reference to Annex A to Exhibit 99.1 to the Form 6-K disseminated with the Securities and Exchange Commission, dated February 8, 2023.
|
|
(7)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8, File No. 333-266312.
|
|
(8)
|
Incorporated by reference to Exhibit 8.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019.
|
|
(9)
|
Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023.
|
|
(*)
|
Filed Herewith
|
|
|
G. WILLI-FOOD INTERNATIONAL LTD.
By: /s/ Joseph Williger
Joseph Williger
Chief Executive Officer
|
|
Page
|
|
|
F - 3
|
|
|
(PCAOB Name: Ziv Haft Certified Public Accountants (Isr.) (#1185))
|
|
|
F - 4 - F - 5
|
|
|
F - 6
|
|
|
F - 7
|
|
|
F - 8
|
|
|
F - 9 - F - 10
|
|
|
F - 11 - F - 53
|
|
December 31,
|
||||||||||||||||
|
Note
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4 (*)
|
|||||||||||||
|
NIS
|
NIS
|
US Dollars (in thousands)
|
||||||||||||||
|
Assets
|
||||||||||||||||
|
Current assets
|
||||||||||||||||
|
Cash and cash equivalents
|
12
|
122,938
|
137,466
|
33,709
|
||||||||||||
|
Financial assets at fair value through profit or loss
|
3
|
123,189
|
102,163
|
33,778
|
||||||||||||
|
Trade receivables, Net
|
13
|
171,331
|
160,379
|
46,979
|
||||||||||||
|
Other receivables and prepaid expenses
|
14
|
7,384
|
10,164
|
2,025
|
||||||||||||
|
Inventories, Net
|
15
|
98,234
|
62,475
|
26,936
|
||||||||||||
|
Current tax assets
|
10
|
744
|
9,497
|
204
|
||||||||||||
|
Total current assets
|
523,820
|
482,144
|
143,631
|
|||||||||||||
|
Non-current assets
|
||||||||||||||||
|
Consolidated cost
|
168,217
|
122,222
|
46,125
|
|||||||||||||
|
Less -accumulated depreciation
|
58,349
|
55,636
|
15,999
|
|||||||||||||
|
Property, plant, and equipment
|
16
|
109,868
|
66,586
|
30,126
|
||||||||||||
|
Right of use assets, net
|
17
|
4,814
|
2,124
|
1,320
|
||||||||||||
|
Financial assets at fair value through profit or loss
|
3
|
47,842
|
46,143
|
13,118
|
||||||||||||
|
Goodwill
|
36
|
36
|
10
|
|||||||||||||
|
Total non-current assets
|
162,560
|
114,889
|
44,574
|
|||||||||||||
|
Total assets
|
686,380
|
597,033
|
188,205
|
|||||||||||||
|
December 31,
|
||||||||||||||||
|
Note
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4 (*)
|
|
||||||||||||
|
NIS
|
NIS
|
US Dollars (in thousands)
|
||||||||||||||
|
Equity and liabilities
|
||||||||||||||||
|
Current liabilities
|
||||||||||||||||
|
Current maturities of lease liabilities
|
17
|
2,179
|
1,512
|
597
|
||||||||||||
|
Trade payables
|
19
|
28,203
|
21,622
|
7,734
|
||||||||||||
|
Employees Benefits
|
20
|
4,532
|
4,193
|
1,243
|
||||||||||||
|
Other payables and accrued expenses
|
21
|
25,015
|
10,854
|
6,859
|
||||||||||||
|
Total current liabilities
|
59,929
|
38,181
|
16,433
|
|||||||||||||
|
Non-current liabilities
|
||||||||||||||||
|
Lease liabilities
|
17
|
2,521
|
694
|
691
|
||||||||||||
|
Deferred taxes
|
10
|
9,888
|
4,868
|
2,711
|
||||||||||||
|
Retirement benefit obligation
|
20, 23
|
1,102
|
1,055
|
302
|
||||||||||||
|
Total non-current liabilities
|
13,511
|
6,617
|
3,704
|
|||||||||||||
|
Shareholders' equity
|
||||||||||||||||
|
Share capital
|
22
|
1,491
|
1,490
|
409
|
||||||||||||
|
Additional paid in capital
|
173,062
|
172,589
|
47,453
|
|||||||||||||
|
Re-measurement of the net liability in respect of defined benefit
|
(256
|
)
|
(154
|
)
|
(70
|
)
|
||||||||||
|
Capital fund
|
247
|
247
|
68
|
|||||||||||||
|
Retained earnings
|
439,024
|
378,691
|
120,380
|
|||||||||||||
|
Treasury shares
|
(628
|
)
|
(628
|
)
|
(172
|
)
|
||||||||||
|
Equity attributable to Shareholders of the Company
|
612,940
|
552,235
|
168,068
|
|||||||||||||
|
Total equity and liabilities
|
686,380
|
597,033
|
188,205
|
|||||||||||||
|
Year ended December 31,
|
||||||||||||||||||||
|
Note
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4 (*)
|
|
|||||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars (in thousands)
|
|||||||||||||||||
|
Sales
|
4
|
575,795
|
543,262
|
498,325
|
157,882
|
|||||||||||||||
|
Cost of sales
|
5
|
414,461
|
422,695
|
355,228
|
113,644
|
|||||||||||||||
|
Gross profit
|
161,334
|
120,567
|
143,097
|
44,238
|
||||||||||||||||
|
Operating costs and expenses
|
||||||||||||||||||||
|
Selling expenses
|
6
|
68,893
|
74,216
|
74,106
|
18,890
|
|||||||||||||||
|
General and administrative expenses
|
7
|
26,165
|
26,110
|
24,117
|
7,174
|
|||||||||||||||
|
Operating profit before other expenses (income) (**)
|
66,276
|
20,241
|
44,874
|
18,174
|
||||||||||||||||
|
Other expenses (Income) (**)
|
26
|
11,402
|
|
(109
|
)
|
(222
|
)
|
3,126
|
||||||||||||
|
Operating profit
|
54,874
|
20,350
|
45,096
|
15,048
|
||||||||||||||||
|
Finance Income
|
9
|
39,741
|
20,363
|
25,657
|
10,897
|
|||||||||||||||
|
Finance expenses
|
9
|
1,933
|
1,521
|
16,779
|
530
|
|||||||||||||||
|
Finance Income, net
|
37,808
|
18,842
|
8,878
|
10,367
|
||||||||||||||||
|
Profit before taxes on Income
|
92,682
|
39,192
|
53,974
|
25,415
|
||||||||||||||||
|
Taxes on Income
|
10
|
22,367
|
7,536
|
12,410
|
6,133
|
|||||||||||||||
|
Net Income
|
70,315
|
31,656
|
41,564
|
19,282
|
||||||||||||||||
|
Earnings per share:
|
||||||||||||||||||||
|
Basic/ diluted earnings per share
|
11
|
5.07
|
2.28
|
3.00
|
1.39
|
|||||||||||||||
|
Weighted average number of Shares used in computation of basic/ diluted EPS
|
13,874,334
|
13,867,017
|
13,867,017
|
13,874,334
|
||||||||||||||||
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4 (*)
|
|
||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars (in thousands)
|
|||||||||||||
|
Net Income
|
70,315
|
31,656
|
41,564
|
19,282
|
||||||||||||
|
Other comprehensive Income (Expenses)
|
||||||||||||||||
|
Re-measurement of net liabilities with respect to a defined benefit which will not be classified in the future as profit or loss, net of tax
|
(102
|
)
|
41
|
764
|
(28
|
)
|
||||||||||
|
Other comprehensive Income (Expenses) for the year
|
(102
|
)
|
41
|
764
|
(28
|
)
|
||||||||||
|
Total comprehensive Income for the year
|
70,213
|
31,697
|
42,328
|
19,254
|
||||||||||||
|
Share capital
|
Additional paid in capital
|
Re-Measurement of the net liability in respect of defined benefit
|
Capital fund
|
Retained earnings
|
Treasury
shares
|
Total shareholders' equity
|
||||||||||||||||||||||
|
Balance – January 1, 2022
|
1,490
|
170,760
|
(959
|
)
|
247
|
400,322
|
(628
|
)
|
571,232
|
|||||||||||||||||||
|
Profit for the year
|
-
|
-
|
-
|
-
|
41,564
|
-
|
41,564
|
|||||||||||||||||||||
|
Measurement of the net liability in respect of defined benefit
|
-
|
-
|
764
|
-
|
-
|
-
|
764
|
|||||||||||||||||||||
|
Total comprehensive Income for the year
|
-
|
-
|
764
|
-
|
41,564
|
-
|
42,328
|
|||||||||||||||||||||
|
Share based payment
|
-
|
790
|
-
|
-
|
-
|
-
|
790
|
|||||||||||||||||||||
|
Dividend distribution
|
-
|
-
|
-
|
-
|
(54,906
|
)
|
-
|
(54,906
|
)
|
|||||||||||||||||||
|
Balance – December 31, 2022
|
1,490
|
171,550
|
(195
|
)
|
247
|
386,980
|
(628
|
)
|
559,444
|
|||||||||||||||||||
|
Profit for the year
|
-
|
-
|
-
|
-
|
31,656
|
-
|
31,656
|
|||||||||||||||||||||
|
Measurement of the net liability in respect of defined benefit
|
-
|
-
|
41
|
-
|
-
|
-
|
41
|
|||||||||||||||||||||
|
Total comprehensive Income for the year
|
-
|
-
|
41
|
-
|
31,656
|
-
|
31,697
|
|||||||||||||||||||||
|
Share based payment
|
-
|
1,039
|
-
|
-
|
-
|
-
|
1,039
|
|||||||||||||||||||||
|
Dividend distribution
|
-
|
-
|
-
|
-
|
(39,945
|
)
|
-
|
(39,945
|
)
|
|||||||||||||||||||
|
Balance – December 31, 2023
|
1,490
|
172,589
|
(154
|
)
|
247
|
378,691
|
(628
|
)
|
552,235
|
|||||||||||||||||||
|
Profit for the year
|
-
|
-
|
-
|
-
|
70,315
|
-
|
70,315
|
|||||||||||||||||||||
|
Measurement of the net liability in respect of defined benefit
|
-
|
-
|
(102
|
)
|
-
|
-
|
-
|
(102
|
)
|
|||||||||||||||||||
|
Total comprehensive Income for the year
|
-
|
-
|
(102
|
)
|
-
|
70,315
|
-
|
70,213
|
||||||||||||||||||||
|
Share based payment
|
-
|
473
|
-
|
-
|
-
|
-
|
473
|
|||||||||||||||||||||
|
Conversion of share based payment options
|
1
|
-
|
-
|
-
|
-
|
-
|
1
|
|||||||||||||||||||||
|
Dividend distribution
|
-
|
-
|
-
|
-
|
(9,982
|
)
|
-
|
(9,982
|
)
|
|||||||||||||||||||
|
Balance – December 31, 2024
|
1,491
|
173,062
|
(256
|
)
|
247
|
439,024
|
(628
|
)
|
612,940
|
|||||||||||||||||||
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4 (*)
|
|
||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars (in thousands)
|
|||||||||||||
|
CASH FLOWS – OPERATING ACTIVITIES
|
||||||||||||||||
|
Profit from continuing operations
|
70,315
|
31,656
|
41,564
|
19,282
|
||||||||||||
|
Adjustments to reconcile net profit to net cash provided (used in) continuing operating activities (Appendix A)
|
(27,342
|
)
|
2,052
|
(27,495
|
)
|
(7,497
|
)
|
|||||||||
|
Net cash from operating activities
|
42,973
|
33,708
|
14,069
|
11,785
|
||||||||||||
|
Cash flows – investing activities
|
||||||||||||||||
|
Acquisition of property plant and equipment
|
(5,414
|
)
|
(4,605
|
)
|
(**)(6,006
|
)
|
(1,485
|
)
|
||||||||
|
Acquisition of property plant and equipment under construction
|
(43,332
|
)
|
(18,941
|
)
|
(**)(7,344
|
)
|
(11,881
|
)
|
||||||||
|
Proceeds from sale of property plant and Equipment
|
552
|
208
|
351
|
151
|
||||||||||||
|
Proceeds from sale (purchase) of marketable securities, net
|
2,482
|
18,166
|
21,285
|
680
|
||||||||||||
|
Net cash used in (from) investing activities
|
(45,712
|
)
|
(5,172
|
)
|
8,286
|
(12,535
|
)
|
|||||||||
|
Cash flows – financing activities
|
||||||||||||||||
|
Lease liability payments
|
(2,322
|
)
|
(2,408
|
)
|
(2,180
|
)
|
(637
|
)
|
||||||||
|
Dividend distribution
|
(9,982
|
)
|
(39,945
|
)
|
(54,906
|
)
|
(2,737
|
)
|
||||||||
|
Net cash used in financing activities
|
(12,304
|
)
|
(42,353
|
)
|
(57,086
|
)
|
(3,374
|
)
|
||||||||
|
Decrease in cash and cash equivalents
|
(15,043
|
)
|
(13,817
|
)
|
(34,731
|
)
|
(4,124
|
)
|
||||||||
|
Cash and cash equivalents at the beginning of the financial year
|
137,466
|
150,607
|
195,718
|
37,693
|
||||||||||||
|
Exchange losses on cash and cash equivalents
|
515
|
676
|
(10,380
|
)
|
140
|
|||||||||||
|
Cash and cash equivalents of the end of the financial year
|
122,938
|
137,466
|
150,607
|
33,709
|
||||||||||||
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4 (*)
|
|
||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars (in thousands)
|
|||||||||||||
|
Cash flows from/ (used in) operating activities
|
||||||||||||||||
|
A. Adjustments to reconcile net profit to net cash from operating activities
|
||||||||||||||||
|
Increase in deferred income taxes
|
5,020
|
670
|
2,181
|
1,376
|
||||||||||||
|
Unrealized loss (gain) on marketable securities
|
(25,207
|
)
|
(5,597
|
)
|
2,985
|
(6,912
|
)
|
|||||||||
|
Gain from financial liabilities at fair value through profit or loss
|
-
|
-
|
(13,960
|
)
|
-
|
|||||||||||
|
Depreciation and amortization
|
7,302
|
6,950
|
6,508
|
2,002
|
||||||||||||
|
Capital gain on disposal of property plant and equipment
|
(263
|
)
|
(109
|
)
|
(222
|
)
|
(72
|
)
|
||||||||
|
Exchange losses (gains) on cash and cash equivalents
|
(515
|
)
|
(676
|
)
|
10,380
|
(140
|
)
|
|||||||||
|
Share based payment
|
473
|
1,039
|
790
|
130
|
||||||||||||
|
Changes in assets and liabilities:
|
||||||||||||||||
|
Decrease (increase) in trade receivables and other receivables
|
18,047
|
7,527
|
(17,151
|
)
|
4,949
|
|||||||||||
|
Decrease (Increase) in inventories
|
(35,759
|
)
|
9,454
|
(12,401
|
)
|
(9,805
|
)
|
|||||||||
|
Increase (decrease) in trade payables, other payables and other current liabilities
|
21,026
|
(3,547
|
)
|
5,418
|
5,765
|
|||||||||||
|
Cash generated from operations
|
(9,876
|
)
|
15,711
|
(15,472
|
)
|
(2,707
|
)
|
|||||||||
|
Income tax paid
|
(17,466
|
)
|
(13,659
|
)
|
(12,023
|
)
|
(4,790
|
)
|
||||||||
|
Net cash provided by (used in) operating activities
|
(27,342
|
)
|
2,052
|
(27,495
|
)
|
(7,497
|
)
|
|||||||||
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(NIS in thousands)
|
The Company was incorporated in Israel in January 1994 under the name G. Willi-Food Ltd. and commenced operations in February 1994. It changed its name to G. Willi-Food International Ltd. on June 1996. The Company's corporate headquarters and principal executive offices are located at 4 Nahal Harif Street, Northern Industrial Zone, Yavne 81106, Israel.
The Company completed its IPO in the United States in May 1997, at which time its ordinary shares began trading on the Nasdaq Capital Market, where they currently trade under the symbol “WILC”. On June 15, 2020, our ordinary shares began trading on the Tel Aviv Stock Exchange under the symbol “WILF”.
The Company is an Israeli-based company specializing in high-quality, great-tasting kosher food products. The Company is engaged, directly and through subsidiaries, in the design, import, marketing and distribution of a wide variety of over 650 food products world-wide. In the three years that ended on December 31, 2024, substantially all of our revenue was generated in Israel, with less than 1% of our revenue resulting from exports outside Israel.
The Company purchases food products from over 125 suppliers located in Israel and throughout the world, including from the Far East (China, India, the Philippines Thailand and Vietnam), Eastern Europe (Poland, Lithuania, Bosnia and Latvia), South America (Ecuador and Peru), Western and Central Europe (the Netherlands, Belgium, Germany, Austria, Sweden, Switzerland, Denmark, and France) and Southern Europe (Spain, Italy, Turkey and Greece) and more.
The Company's products are marketed and sold to approximately 1,500 customers and 3,000 selling points in Israel, including to supermarket chains, wholesalers and institutional consumers. The Company markets most of its products under the brand name “Willi-Food,” and most of its chilled and frozen products under the brand name “Euro European Dairies”. Certain products are marketed under brand names of other manufacturers or under other brand names. In addition, the Company distributes some of its products on an exclusive basis, as described further below.
|
F - 11
|
Note 1 – Basis of preparation (continued)
|
|
Following changes in management in recent years, the Company continues to re-evaluate its strategic position and consider other business opportunities. As part of this re-evaluation, the Company is considering forming strategic alliances with or entering into different lines of business, expanding its product lines, and increasing product sales with existing customers while adding new customers. In addition, the Company is examining M&A opportunities to further increase its market presence.
As of March, 11, 2025, the Company’s principal shareholder, Willi-Food, held approximately 59.11% of our ordinary shares.
|
|
The principal accounting policies adopted in the preparation of the consolidated financial statements are set out in note 27. The policies have been consistently applied to all the years presented, unless otherwise stated.
|
|
The consolidated financial statements are presented in New Israeli Shekels (NIS), which is also the Company functional currency.
|
|
The translation from New Israeli Shekels (NIS) into U.S. dollars was made at the exchange rate as of December 31, 2024, on which USD 1.00 equaled NIS 3.647 The use of USD is solely for the convenience of the reader.
|
|
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRSs).
|
|
The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires Company management to exercise judgment in applying the Company's accounting policies. The areas where significant judgments and estimates have been made in preparing the consolidated financial statements and their effect are disclosed in note 2.
|
|
Basis of measurement:
|
|
The consolidated financial statements have been prepared on a historical cost basis, except for the following items (refer to individual accounting policies for details):
|
|
- Financial instruments – fair value through profit or loss
|
|
- Net defined benefit liability
|
F - 12
|
Note 1 – Basis of preparation (continued)
|
|
Changes in accounting policies
|
|
A. New standards, interpretations and amendments adopted from 1 January, 2023:
|
|
Definition of Accounting Estimates (Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors) The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of a change in an input or measurement technique are changes in accounting estimates, unless resulting from the correction of prior period errors. These amendments clarify how entities make the distinction between changes in accounting estimate, changes in accounting policy and prior period errors. These amendments had no effect on the consolidated financial statements of the Group.
|
|
B. New standards, interpretations and amendments adopted from 1 January, 2024:
|
|
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.
|
|
The following amendments are effective for the period beginning 1 January 2024:
|
|
- Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements);
- Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements).
|
|
The IASB issued amendments to IAS 1 in January 2020 Classification of Liabilities as Current or Non-current and subsequently. In October 2022 Non-Current Liabilities with Covenants.
|
|
The amendments clarify the following:
|
|
- An entity's right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period.
- If an entity's right to defer settlement of a liability is subject to covenants, such covenants affect whether that right exists at the end of the reporting period only if the entity is required to comply with the covenant on or before the reporting period.
- The classification of a liability as current or non-current is unaffected by the likelihood that the entity will exercise its right to defer settlement.
- In case of a liability that can be settled, at the option of the counterparty, by the transfer of the entity's own equity instruments, such settlement terms do not affect the classification
|
F - 13
|
Note 1 – Basis of preparation (continued)
|
|
Changes in accounting policies (continued)
|
|
These amendments have no effect on the measurement of any items in the consolidated financial statements of the Group.
|
|
C. New standards, interpretations and amendments not yet effective
|
|
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.
|
|
The following standards and amendments are effective for the annual reporting period beginning 1 January 2027:
|
|
- IFRS 18 Presentation and Disclosure in Financial Statements
|
|
The Group is currently assessing the effect of these new accounting standards and amendments.
|
|
IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorization and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures.
|
F - 14
|
The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
|
|
Estimates and assumptions:
|
|
- Revenue recognition – provision of rights to return goods
|
|
- Defined benefit scheme – actuarial assumptions
|
|
- The determination of the incremental borrowing rate used to measure lease liabilities
|
|
- Legal proceedings – estimates of claims and legal processes
|
|
- Inventory – provision of slow-moving inventory
|
|
- Fair value measurement
several assets included in the Company’s financial and non-financial assets utilizes market observables inputs and data as far as possible. Inputs used in determining fair value measurement are categorized into different levels based on how observable the inputs used in the valuation technique utilized are (the 'fair value hierarchy'):
• Level 1: Quoted priced in active markets for identical items (unadjusted)
• Level 2: Observable direct or indirect inputs other than level 1 inputs.
• Level 3: Unobservable inputs (i.e., not derived from market data).
The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognized in the period they occur.
|
|
The Company measures part of its financial instruments at fair value:
|
|
- Current financial assets at fair value through profit or loss (see note 3)
|
|
- Non-current financial assets at fair value through profit or loss (see note 3)
|
F - 15
|
The Company is exposed through its operations to the following financial risks:
|
|
- Credit risk
|
|
- Other market price risk
|
|
- Foreign exchange risk
|
|
- Global changes in raw-material prices
|
|
In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
|
|
There have been no substantive changes in the Company's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
|
|
(i) Principal financial instruments
|
|
The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:
|
|
- Cash and cash equivalents
|
|
- Trade and other receivables
|
|
- Financial assets at fair value through profit or loss
|
|
- Lease liabilities
|
|
- Trade payables
|
|
(ii) Financial instruments by category
|
|
Financial assets:
|
|
Fair value through profit or loss
|
Amortized cost
|
|||||||||||||||
|
2024
|
2023
|
2024
|
2023
|
|||||||||||||
|
NIS in thousands
|
||||||||||||||||
|
Cash and cash equivalents
|
-
|
-
|
122,938
|
137,466
|
||||||||||||
|
Financial assets at fair value through profit or loss
|
171,031
|
148,306
|
-
|
-
|
||||||||||||
|
Trade and other receivables
|
-
|
-
|
178,715
|
170,543
|
||||||||||||
|
Total financial assets
|
171,031
|
148,306
|
301,653
|
308,009
|
||||||||||||
F - 16
|
Note 3 – Financial instruments risk management (continued)
(ii) Financial instruments by category (continued)
|
|
Financial liabilities:
|
|
Amortized cost
|
||||||||
|
2024
|
2023
|
|||||||
|
NIS in thousands
|
||||||||
|
Trade payables
|
28,203
|
21,622
|
||||||
|
Lease liabilities
|
4,700
|
2,206
|
||||||
|
Total financial liabilities
|
32,903
|
23,828
|
||||||
|
(iii) Financial instruments not measured at fair value
|
|
Financial instruments not measured at fair value includes cash and cash equivalents, loans to others, trade and other receivables and trade payables.
|
|
Due to their short-term nature, the carrying value of cash and cash equivalents, loans to others, trade and other receivables, and trade payables approximates their fair value.
|
|
(iv) Financial instruments measured at fair value
|
|
The fair value hierarchy of financial instruments measured at fair value is provided below
|
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||||||||||||
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|||||||||||||||||||
|
NIS in thousands
|
||||||||||||||||||||||||
|
Financial assets at fair value through profit or loss
|
123,189
|
102,163
|
-
|
-
|
47,842
|
46,143
|
||||||||||||||||||
|
There were no transfers between levels during the period.
|
|
There were not any changes with the valuation techniques and significant unobservable inputs used in determining the fair value during the period.
|
|
The fair value of the investment in non-tradable participation units is calculated using the asset value method.
|
F - 17
|
Note 3 – Financial instruments risk management (continued)
(iv) Financial instruments measured at fair value (continued)
|
|
The reconciliation of the opening and closing fair value balance of financial instruments is provided below:
|
|
Financial assets at fair value through profit or loss:
|
Level 1
|
Level 3
|
||||||
|
NIS in thousands
|
||||||||
|
January 1, 2024
|
102,163
|
46,143
|
||||||
|
Purchases
|
38,510
|
2,000
|
||||||
|
Disposals
|
(42,991
|
)
|
-
|
|||||
|
Gain (Loss)
|
25,507
|
(301
|
)
|
|||||
|
December 31, 2024
|
123,189
|
47,842
|
(*) | |||||
(*) In the company's assessment, as of December 31, 2024, the book value of the investment approximates its fair value.
|
General objectives, policies and processes
|
|
Credit risk
|
|
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is mainly exposed to credit risk from credit sales. It is Company policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices.
|
|
The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The Company's review includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer, which represents the maximum open amount.
|
F - 18
|
Note 3 – Financial instruments risk management (continued)
|
|
Other market price risk
|
|
The Company is exposed to price risks of shares, certificate of participation in mutual fund and bonds, which are classified as financial assets carried at fair value through profit or loss.
|
|
The effect of a 10% increase in the value of the portfolio securities investment held at the reporting date would, if all other variables held constant, have resulted in an increase in the fair value through profit or loss and net assets of NIS 14,431 thousand (2023: NIS 12,221 thousand). A 10% decrease in their value would, on the same basis, have decreased the fair value through other profit or loss reserve and net assets by the same amount.
|
|
Foreign exchange risk
|
|
Foreign exchange risk arises when the Company enters into transactions denominated in a currency other than its functional currency. The Company buys its inventories mostly in USD and EURO and sells its products in NIS. Foreign exchange exposures are managed within utilizing forward foreign exchange contracts.
|
|
As of December 31, the Company's net exposure to foreign exchange risk was as follows:
|
|
2024
|
2023
|
|||||||
|
Net foreign currency
financial assets/(liabilities)
|
NIS in thousands
|
|||||||
|
US Dollars
|
20,323
|
20,363
|
||||||
|
EURO
|
2,560
|
(2,507
|
)
|
|||||
|
Total net exposure
|
22,883
|
17,856
|
||||||
|
The following table details the Company's sensitivity to a 10% increase and decrease in the NIS against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit and other equity where the NIS strengthens 10% against the relevant currency. For a 10% weakening of the NIS against the relevant currency, there would be opposite impact on the profit and other equity, and the balances below would be negative.
|
|
US Dollars
|
EURO
|
|||||||||||||||
|
2024
|
2023
|
2024
|
2023
|
|||||||||||||
|
NIS in thousands
|
||||||||||||||||
|
10% increase
|
2,032
|
2,036
|
256
|
251
|
||||||||||||
|
10% decrease
|
(2,032
|
)
|
(2,036
|
)
|
(256
|
)
|
(251
|
)
|
||||||||
F - 19
|
Note 3 – Financial instruments risk management (continued)
|
|
Global changes in raw-material prices
|
|
Raw material prices are mainly affected by weather fluctuations affecting agricultural crops, crude oil prices, accelerated growth and growing demand in developing countries affecting world consumption, rise in living standards mainly in developing countries and speculative transaction in the commodity market. A possible rise in the price of raw materials may lead to higher prices for products by suppliers. Sharp price increases in commodity prices may have a material adverse effect on the Company's operations and business results.
|
|
The Company has one reportable segment:
|
|
- Import- export, marketing and distribution of food products.
|
|
Factors that management used to identify the Company's reportable segments
|
|
The Company's reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different marketing strategies.
|
|
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team including the Chief Executive Officer, and the co-chairman of the board of directors.
|
|
The table below shows the Company's revenues from major groups of products that contributed 10% or more to the Company's total revenues in the years 2022 to 2024:
|
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Dairy and Dairy Substitute Products
|
209,974
|
212,728
|
188,738
|
57,575
|
||||||||||||
|
Canned Vegetables Fruits and Pickles
|
104,027
|
(*) 86,212
|
|
(*) 79,969
|
|
28,524
|
||||||||||
|
Canned Fish
|
83,056
|
74,750
|
62,270
|
22,774
|
||||||||||||
|
Cereals, rice and pastas
|
59,026
|
61,573
|
61,350
|
16,185
|
||||||||||||
|
Oils
|
46,727
|
43,058
|
44,241
|
12,812
|
||||||||||||
|
Other
|
72,985
|
(*) 64,941
|
|
(*) 61,757
|
|
20,012
|
||||||||||
|
575,795
|
543,262
|
498,325
|
157,882
|
|||||||||||||
F - 20
|
Note 4 – Segment information (continued)
|
|
Revenues by customer group
|
|
Percentage of Total Sales
Year ended December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
||||||||||
|
Large retail supermarket chains
|
48
|
%
|
49
|
%
|
48
|
%
|
||||||
|
Institutional market - wholesalers
|
13
|
%
|
13
|
%
|
14
|
%
|
||||||
|
Institutional market - catering and restaurants
|
10
|
%
|
11
|
%
|
12
|
%
|
||||||
|
Private customers
|
9
|
%
|
8
|
%
|
8
|
%
|
||||||
|
Small supermarket chains
|
6
|
%
|
5
|
%
|
6
|
%
|
||||||
|
Government customers
|
5
|
%
|
4
|
%
|
2
|
%
|
||||||
|
Other customers
|
9
|
%
|
10
|
%
|
10
|
%
|
||||||
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||||
|
Revenues from main customers of the Import segment
|
|
The Company has one customer who represented more than 8% of the total sales which amounted to NIS 51,371 thousand in 2024 (2023: NIS 60,431 thousand 2022: NIS 64,950 thousand).
|
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Purchases
|
391,931
|
377,013
|
310,324
|
107,467
|
||||||||||||
|
Marine transportation
|
22,888
|
17,039
|
27,486
|
6,276
|
||||||||||||
|
Maintenance
|
5,789
|
(*)5,585
|
|
(*)5,364
|
|
1,588
|
||||||||||
|
External Storage
|
5,012
|
(*)4,930
|
|
(*)4,490
|
|
1,374
|
||||||||||
|
Transportation
|
3,830
|
3,120
|
2,972
|
1,050
|
||||||||||||
|
Salaries and related expenses
|
3,145
|
2,800
|
1,206
|
862
|
||||||||||||
|
Depreciation and amortization
|
2,951
|
2,562
|
2,421
|
809
|
||||||||||||
|
Packing materials
|
2,881
|
1,746
|
(*)1,075
|
|
790
|
|||||||||||
|
Personnel services
|
1,030
|
-
|
-
|
283
|
||||||||||||
|
Outsourced packing
|
641
|
3,195
|
(*)2,230
|
|
176
|
|||||||||||
|
Other costs and expenses
|
3,387
|
3,101
|
(*)2,960
|
|
927
|
|||||||||||
|
443,485
|
421,091
|
360,528
|
121,602
|
|||||||||||||
|
Changes in inventories of finished products
|
(29,024
|
)
|
1,604
|
(5,300
|
)
|
(7,958
|
)
|
|||||||||
|
414,461
|
422,695
|
355,228
|
113,644
|
|||||||||||||
F - 21
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Transportation and Distribution
|
23,425
|
22,048
|
20,682
|
6,423
|
||||||||||||
|
Salaries and related expenses
|
22,954
|
22,728
|
22,167
|
6,294
|
||||||||||||
|
Advertising and promotion
|
8,297
|
11,923
|
14,919
|
2,275
|
||||||||||||
|
Personnel services
|
3,963
|
4,388
|
3,344
|
1,087
|
||||||||||||
|
Vehicles
|
3,690
|
3,793
|
3,898
|
1,012
|
||||||||||||
|
Depreciation and amortization
|
2,600
|
2,923
|
2,713
|
712
|
||||||||||||
|
Share based payment expense
|
178
|
435
|
436
|
49
|
||||||||||||
|
Others
|
3,786
|
5,978
|
5,947
|
1,038
|
||||||||||||
|
68,893
|
74,216
|
74,106
|
18,890
|
|||||||||||||
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Salaries and related expenses
|
17,397
|
16,598
|
15,876
|
4,770
|
||||||||||||
|
Professional services
|
2,675
|
2,471
|
2,366
|
733
|
||||||||||||
|
Office maintenance
|
1,764
|
1,667
|
1,585
|
484
|
||||||||||||
|
Depreciation and amortization
|
1,751
|
1,465
|
1,374
|
480
|
||||||||||||
|
Vehicles
|
634
|
507
|
462
|
174
|
||||||||||||
|
Share based payment expense
|
295
|
604
|
355
|
81
|
||||||||||||
|
Communication
|
74
|
94
|
111
|
20
|
||||||||||||
|
Bad and doubtful debts
|
(426
|
)
|
(46
|
)
|
42
|
(117
|
)
|
|||||||||
|
Other
|
2,001
|
2,750
|
1,946
|
549
|
||||||||||||
|
26,165
|
26,110
|
24,117
|
7,174
|
|||||||||||||
F - 22
|
Key management personnel compensation
|
|
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including the directors of the company and other senior officers.
Key management personnel expenses comprise:
|
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Salary and management fees
|
6,286
|
6,021
|
5,268
|
1,724
|
||||||||||||
|
Bonus
|
3,259
|
2,661
|
4,569
|
894
|
||||||||||||
|
Share based payment expense
|
249
|
536
|
321
|
68
|
||||||||||||
|
Directors' remuneration
|
215
|
228
|
332
|
59
|
||||||||||||
|
10,009
|
9,446
|
10,490
|
2,745
|
|||||||||||||
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4
|
|||||||||||||
|
Finance income:
|
NIS
|
NIS
|
NIS
|
US Dollars
|
||||||||||||
|
Interest from Short-term bank deposits
|
4,258
|
4,644
|
2,845
|
1,168
|
||||||||||||
|
Dividends
|
5,378
|
5,201
|
3,537
|
1,475
|
||||||||||||
|
Changes in fair value of financial assets at fair values
|
25,851
|
3,567
|
-
|
7,088
|
||||||||||||
|
Income from revaluation of a long-term financial assets
|
-
|
2,030
|
13,058
|
-
|
||||||||||||
|
Foreign currency differences
|
367
|
676
|
3,580
|
101
|
||||||||||||
|
Interest Income of debentures held for trading
|
3,811
|
4,207
|
2,637
|
1,044
|
||||||||||||
|
Other interest
|
76
|
38
|
-
|
21
|
||||||||||||
|
Total finance income
|
39,741
|
20,363
|
25,657
|
10,897
|
||||||||||||
|
Finance expenses:
|
Year ended December 31,
|
|||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Bank fees
|
586
|
535
|
420
|
161
|
||||||||||||
|
Portfolio management fees
|
1,107
|
204
|
181
|
303
|
||||||||||||
|
Changes in fair value of financial assets at fair values
|
-
|
-
|
16,043
|
-
|
||||||||||||
|
Other
|
240
|
782
|
135
|
66
|
||||||||||||
|
Total finance expenses
|
1,933
|
1,521
|
16,779
|
530
|
||||||||||||
F - 23
|
Tax balances presented in the statement of financial position:
|
|
December 31,
|
||||||||||||
|
2024
|
2023
|
2024
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Current tax assets
|
744
|
9,497
|
204
|
|||||||||
|
Deferred tax liabilities
|
(9,888
|
)
|
(4,868
|
)
|
(2,711
|
)
|
||||||
|
January
|
December
|
December
|
||||||||||||||
|
1, 2024
|
Change
|
31, 2024
|
31, 2024
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Deferred taxes arise from the following:
|
||||||||||||||||
|
Financial assets carried at fair value through profit or loss
|
(5,845
|
)
|
(4,974
|
)
|
(10,819
|
)
|
(2,966
|
)
|
||||||||
|
Leases
|
19
|
8
|
27
|
7
|
||||||||||||
|
Employees benefits
|
501
|
20
|
521
|
143
|
||||||||||||
|
Allowance of credit loss
|
317
|
(98
|
)
|
219
|
60
|
|||||||||||
|
Carry forward tax losses
|
140
|
24
|
164
|
45
|
||||||||||||
|
(4,868
|
)
|
(5,020
|
)
|
(9,888
|
)
|
(2,711
|
)
|
|||||||||
|
January
|
December
|
December
|
||||||||||||||
|
1, 2023
|
Change
|
31, 2023
|
31, 2023
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Deferred taxes arise from the following:
|
||||||||||||||||
|
Financial assets carried at fair value through profit or loss
|
(5,135
|
)
|
(710
|
)
|
(5,845
|
)
|
(1,603
|
)
|
||||||||
|
Financial liabilities carried at fair value through profit or loss
|
-
|
19
|
19
|
5
|
||||||||||||
|
Employees benefits
|
421
|
80
|
501
|
137
|
||||||||||||
|
Allowance of credit loss
|
326
|
(9
|
)
|
317
|
87
|
|||||||||||
|
Carry forward tax losses
|
190
|
(50
|
)
|
140
|
38
|
|||||||||||
|
(4,198
|
)
|
(670
|
)
|
(4,868
|
)
|
(1,336
|
)
|
|||||||||
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Current taxes:
|
||||||||||||||||
|
Current taxes
|
17,347
|
6,866
|
9,866
|
4,757
|
||||||||||||
|
17,347
|
6,866
|
9,866
|
4,757
|
|||||||||||||
|
Deferred taxes
|
5,020
|
670
|
2,544
|
1,376
|
||||||||||||
|
22,367
|
7,536
|
12,410
|
6,133
|
|||||||||||||
F - 24
|
Reconciliation of the statutory tax rate to the effective tax rate:
|
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Income before Income taxes
|
92,682
|
39,192
|
53,974
|
25,415
|
||||||||||||
|
Statutory tax rate
|
23
|
%
|
23
|
%
|
23
|
%
|
23
|
%
|
||||||||
|
Tax computed by statutory tax rate
|
21,317
|
9,014
|
12,414
|
5,845
|
||||||||||||
|
Tax increments (savings) due to:
|
||||||||||||||||
|
Non-deductible expenses
|
2,515
|
541
|
147
|
690
|
||||||||||||
|
Profit or loss for tax for which deferred taxes were not provided
|
-
|
-
|
(13
|
)
|
-
|
|||||||||||
|
Temporary differences
|
(27
|
)
|
(19
|
)
|
-
|
(8
|
)
|
|||||||||
|
Taxes for previous years
|
-
|
(268
|
)
|
358
|
-
|
|||||||||||
|
Tax exempt Income
|
(1,299
|
)
|
(1,224
|
)
|
(844
|
)
|
(356
|
)
|
||||||||
|
Other
|
(139
|
)
|
(508
|
)
|
348
|
(38
|
)
|
|||||||||
|
22,367
|
7,536
|
12,410
|
6,133
|
|||||||||||||
|
The tax rate applicable to the Company for the years 2022 – 2024 is 23%.
|
|
Year ended December 31,
|
||||||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 2
|
2 0 2 4
|
|||||||||||||
|
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
|
Basic and diluted earnings per share:
|
||||||||||||||||
|
Earnings used in the calculation of basic and diluted earnings per share
|
70,315
|
31,656
|
41,564
|
19,282
|
||||||||||||
|
Weighted average number of shares used in computing basic and diluted earnings per share
|
13,874,334
|
13,867,017
|
13,867,017
|
13,874,334
|
||||||||||||
F - 25
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Short-term bank deposits
|
104,090
|
126,873
|
28,541
|
|||||||||
|
Cash in bank
|
18,848
|
10,593
|
5,168
|
|||||||||
|
122,938
|
137,466
|
33,709
|
||||||||||
|
Composition:
|
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Open accounts
|
153,871
|
147,744
|
42,191
|
|||||||||
|
Checks receivables
|
20,730
|
17,692
|
5,684
|
|||||||||
|
Credit cards
|
518
|
397
|
142
|
|||||||||
|
Less – estimated credit loss
|
(954
|
)
|
(1,378
|
)
|
(262
|
)
|
||||||
|
Less – provision for return of goods
|
(2,834
|
)
|
(4,076
|
)
|
(776
|
)
|
||||||
|
171,331
|
160,379
|
46,979
|
||||||||||
|
The table below shows the open accounts balance as of December 31, 2024 and 2023 segmented by the due date.
|
||||||||||||
|
Open accounts - days past due
|
||||||||||||||||||||||||
|
NIS in thousands
|
||||||||||||||||||||||||
|
As of:
|
Not past due
|
<30
|
31-60
|
61-90
|
>90
|
Total
|
||||||||||||||||||
|
December 31, 2024
|
150,532
|
3,122
|
117
|
62
|
38
|
153,871
|
||||||||||||||||||
|
December 31, 2023
|
145,976
|
1,540
|
120
|
78
|
30
|
147,744
|
||||||||||||||||||
|
Changes in the allowance of credit loss
|
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Balance at beginning of the year
|
1,378
|
1,419
|
378
|
|||||||||
|
Changes in allowance for doubtful debts
|
(424
|
)
|
(41
|
)
|
(116
|
)
|
||||||
|
Balance at end of the year
|
954
|
1,378
|
262
|
|||||||||
F - 26
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Advances to suppliers
|
5,991
|
8,002
|
1,643
|
|||||||||
|
Prepaid expenses
|
438
|
381
|
120
|
|||||||||
|
Others
|
955
|
1,781
|
262
|
|||||||||
|
7,384
|
10,164
|
2,025
|
||||||||||
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Finished products
|
83,216
|
54,193
|
22,818
|
|||||||||
|
Inventory in transit
|
16,111
|
11,782
|
4,418
|
|||||||||
|
Less – Provision of slow-moving inventory
|
(1,093
|
)
|
(3,500
|
)
|
(300
|
)
|
||||||
|
98,234
|
62,475
|
26,936
|
||||||||||
|
The Company records a provision for slow moving inventory in respect of inventory items estimated by management not to be realized due to expiration date. The slow-moving inventory is based on the historic realization rate of the respective item as well as on management's estimate with respect to its future realization rate.
|
F - 27
|
New
|
Machinery
|
Computers
|
||||||||||||||||||||||||||
|
Land and
|
logistics
|
and
|
Motor
|
and
|
Office
|
|||||||||||||||||||||||
|
Building
|
Center (**)
|
equipment
|
Vehicles
|
equipment
|
Furniture
|
Total
|
||||||||||||||||||||||
|
Consolidated Cost:
|
||||||||||||||||||||||||||||
|
Balance -January 1, 2023
|
(*) 59,024
|
|
(*) 7,885
|
|
11,105
|
11,270
|
7,806
|
2,126
|
99,216
|
|||||||||||||||||||
|
Changes during 2023:
|
||||||||||||||||||||||||||||
|
Additions
|
414
|
18,941
|
1,968
|
332
|
1,692
|
199
|
23,546
|
|||||||||||||||||||||
|
Dispositions
|
-
|
-
|
-
|
(540
|
)
|
-
|
-
|
(540
|
)
|
|||||||||||||||||||
|
Balance – December 31, 2023
|
59,438
|
26,826
|
13,073
|
11,062
|
9,498
|
2,325
|
122,222
|
|||||||||||||||||||||
|
Changes during 2024:
|
||||||||||||||||||||||||||||
|
Additions
|
341
|
43,332
|
2,562
|
1,028
|
1,213
|
270
|
48,746
|
|||||||||||||||||||||
|
Dispositions
|
-
|
-
|
(999
|
)
|
(1,752
|
)
|
-
|
-
|
(2,751
|
)
|
||||||||||||||||||
|
Balance – December 31, 2024
|
59,779
|
70,158
|
14,636
|
10,338
|
10,711
|
2,595
|
168,217
|
|||||||||||||||||||||
|
Accumulated depreciation:
|
||||||||||||||||||||||||||||
|
Balance – January 1, 2023
|
28,523
|
-
|
6,004
|
9,880
|
5,986
|
1,140
|
51,533
|
|||||||||||||||||||||
|
Changes during 2023:
|
||||||||||||||||||||||||||||
|
Additions
|
2,336
|
-
|
476
|
915
|
778
|
41
|
4,546
|
|||||||||||||||||||||
|
Dispositions
|
-
|
-
|
-
|
(443
|
)
|
-
|
-
|
(443
|
)
|
|||||||||||||||||||
|
Balance – December 31, 2023
|
30,859
|
-
|
6,480
|
10,352
|
6,764
|
1,181
|
55,636
|
|||||||||||||||||||||
|
Changes during 2024:
|
||||||||||||||||||||||||||||
|
Additions
|
2,907
|
-
|
496
|
568
|
1,149
|
57
|
5,177
|
|||||||||||||||||||||
|
Dispositions
|
-
|
-
|
(999
|
)
|
(1,465
|
)
|
-
|
-
|
(2,464
|
)
|
||||||||||||||||||
|
Balance – December 31, 2024
|
33,766
|
-
|
5,977
|
9,455
|
7,913
|
1,238
|
58,349
|
|||||||||||||||||||||
|
Net book value:
|
||||||||||||||||||||||||||||
|
December 31, 2024
|
26,013
|
70,158
|
8,659
|
883
|
2,798
|
1,357
|
109,868
|
|||||||||||||||||||||
|
December 31, 2023
|
28,579
|
26,826
|
6,593
|
710
|
2,734
|
1,144
|
66,586
|
|||||||||||||||||||||
|
Net book value (US Dollars in thousands):
|
||||||||||||||||||||||||||||
|
December 31, 2024
|
7,132
|
19,238
|
2,374
|
243
|
767
|
372
|
30,126
|
|||||||||||||||||||||
|
December 31, 2023
|
7,836
|
7,356
|
1,808
|
195
|
750
|
314
|
18,259
|
|||||||||||||||||||||
|
Property, plant and equipment under construction
|
||||||||||||||||||||||||||||
F - 28
|
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for leases for low value assets and leases with a duration of 12 months or less.
|
|
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate of borrowing rate on commencement of the lease is used.
|
|
Right to use assets are initially measured at the amount of the lease liability.
|
|
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-to-use assets are amortized on a straight-line basis over the shorter period of the remaining term of the lease or over the remaining economic life of the asset.
|
|
Nature of leasing activities
|
|
The Company enters into agreements for the lease of trucks and private vehicles for periods of 5 and 3 years respectively. The Company's lease payment liability is secured by the lessor’s legal ownership of the assets.
|
|
Right of use assets, net
|
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Opening balance
|
5,341
|
6,612
|
1,464
|
|||||||||
|
Dispositions
|
(2,322
|
)
|
(2,408
|
)
|
(574
|
)
|
||||||
|
Additions
|
4,815
|
1,137
|
1,321
|
|||||||||
|
Closing balance
|
7,834
|
5,341
|
2,211
|
|||||||||
|
Accumulated depreciation:
|
||||||||||||
|
Opening balance
|
3,217
|
3,221
|
882
|
|||||||||
|
Dispositions
|
(2,322
|
)
|
(2,408
|
)
|
(574
|
)
|
||||||
|
Depreciation
|
2,125
|
2,404
|
583
|
|||||||||
|
Closing balance
|
3,020
|
3,217
|
891
|
|||||||||
|
Net book value
|
4,814
|
2,124
|
1,320
|
|||||||||
F - 29
|
Note 17 – Leases (continued)
|
|
Leases liabilities
|
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Opening balance
|
2,207
|
3,478
|
605
|
|||||||||
|
Additions
|
4,815
|
1,137
|
1,321
|
|||||||||
|
Payments
|
(2,322
|
)
|
(2,408
|
)
|
(638
|
)
|
||||||
|
Closing balance
|
4,700
|
2,207
|
1,288
|
|||||||||
|
Amounts recognized in Statement of income
|
|
For the year ended December 31
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Depreciation expense on right-to-use assets
|
2,125
|
2,404
|
583
|
|||||||||
|
Interest expense on lease liabilities
|
240
|
75
|
66
|
|||||||||
|
Cancellation of rental expenses
|
(2,563
|
)
|
(2,483
|
)
|
(703
|
)
|
||||||
|
(198
|
)
|
(4
|
)
|
(54
|
)
|
|||||||
|
The principal subsidiaries of G. Willi-Food International Ltd, all of which have been included in these consolidated financial statements, are as follows:
|
|
Subsidiary
|
Country of
incorporation and principal place of business
|
Proportion of ownership interest
|
||||||||
|
December 31,
|
||||||||||
|
2 0 2 4
|
2 0 2 3
|
|||||||||
|
Euro European Dairies (Goldfrost) Ltd.
|
Israel
|
100
|
%
|
100
|
%
|
|||||
|
W.F.D. (Import, Marketing and Trading) Ltd.
|
Israel
|
100
|
%
|
100
|
%
|
|||||
|
W. Capital Ltd.
|
Israel
|
100
|
%
|
100
|
%
|
|||||
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Open accounts
|
27,934
|
21,339
|
7,660
|
|||||||||
|
Checks payables
|
269
|
283
|
74
|
|||||||||
|
28,203
|
21,622
|
7,734
|
||||||||||
F - 30
|
Liabilities for employee benefits comprise:
|
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Employee benefit
|
3,322
|
3,068
|
911
|
|||||||||
|
Accrual for annual leave
|
1,210
|
1,125
|
332
|
|||||||||
|
Defined benefit schemes (note 23)
|
1,102
|
1,055
|
302
|
|||||||||
|
5,634
|
5,248
|
1,545
|
||||||||||
|
Estimates and assumptions
|
|
The costs, assets and liabilities of the defined benefit schemes operating by the Company are determined using methods relying on actuarial estimates and assumptions. Details of the key assumptions are set out in note 24. The Company takes advice from independent actuaries relating to the appropriateness of the assumptions. Changes in the assumptions used may have a significant effect on the consolidated statement of comprehensive income and the consolidated statement of financial position.
|
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Accrued expenses
|
20,900
|
6,380
|
5,731
|
|||||||||
|
Customer advances
|
3,077
|
2,367
|
844
|
|||||||||
|
Other payables
|
1,038
|
2,107
|
284
|
|||||||||
|
25,015
|
10,854
|
6,859
|
||||||||||
|
Composition
|
December 31
|
|||||||
|
2 0 2 4
|
2 0 2 3
|
|||||||
|
Ordinary shares of NIS 0.1 each
|
50,000,000
|
50,000,000
|
||||||
|
Issued and outstanding
|
13,874,334
|
13,867,017
|
||||||
F - 31
|
Defined benefit plans – General
|
|
According to labor laws and the Severance Pay Law in Israel, the Company is required to pay compensation to an employee upon dismissal or retirement (including employees who quit their job under other specific circumstances). The computation of the employee benefit liability is made according to the current employment contract based on the employee's latest salary which, in the opinion of management, establishes the entitlement to receive the compensation and considering the employment term.
|
|
The current legal retirement age is 64 for women, 65 for women who was born after January 1960 and 67 for men. Therefore, according to the plan, an employee who has been employed by the Company for at least one consecutive year (and under circumstances defined by law) and is dismissed after this period, is entitled to severance pay. The rate of compensation stipulated in the Law is the employee's last salary for each year of employment.
|
|
As part of the plan, the Company and its subsidiaries are obligated to deposit amounts, at a rate to be determined by law, in order to secure the accrual of severance pay. As stipulated in the Extension Order (Consolidated Version) of compulsory pension under the laws in Israel (hereinafter: "the Extension Order"). In the reporting year, the Company's rate of provisions for severance pay is 6.5%, to be deposited in a pension fund / insurance fund.
|
|
The actuary is not employed by the Company and is not dependent thereon. The present value of the defined benefit obligation and the relating costs of current and past services is calculated as the present value (without deducting the plan’s assets) of the future payments expected to settle the liability, in consideration for the current and past services rendered by the employee.
|
|
The plan detailed above exposes the Company to the following risks: "investment risk", i.e., the risk that the program assets will bear a negative yield and thus reduce the plan's assets in a way that does not suffice to cover the obligation. i.e., risk of actuarial assumptions regarding the expected increase in wages will be underestimated Compared with the actual wage increases, thereby exposing the Company to the risk that the obligation will increase accordingly.
|
|
The current value of the Company's post-employment benefits obligation is based on an actuarial estimation. The actuarial estimation was performed by external actuary, member of Israel Association of Actuaries.
|
F - 32
|
Note 23 – Defined benefit scheme (continued)
|
|
The principal assumptions used for the purposes of the actuarial valuations were as follows:
|
|
Valuation at
|
||||||||
|
2 0 2 4 |
2 0 2 3 |
|||||||
|
%
|
%
|
|||||||
|
Discount rate
|
5.44
|
5.42
|
||||||
|
Expected return on the plan assets
|
5.44
|
5.42
|
||||||
|
Rate of increase in compensation
|
5
|
5
|
||||||
|
Expected rate of termination:
|
||||||||
|
0-1 years
|
35
|
35
|
||||||
|
1-2 years
|
35
|
30
|
||||||
|
2-3 years
|
25
|
25
|
||||||
|
3-4 years
|
15
|
15
|
||||||
|
4-5 years
|
15
|
15
|
||||||
|
5 years and more
|
7.5
|
7.5
|
||||||
|
The assumptions regarding future mortality rates are based on mortality tables published and approved by the Ministry of Finance. The mortality rate of an active participant at retirement age (67 for men, 64 for women) is 0.6433% for men and 0.3574% for women. |
|
The provisions of Standard 19 stipulate that interest used to capitalize assets and liabilities should reflect risk free interest that is interest on highly rated corporate bonds with similar maturity periods and terms. Until November 2014, absent quality data and information about bonds of this type, what was utilized was the interest on long-term index linked government bonds (index linked Galil)/or long-term shackle government bonds (NIS Dawn - “Shachar”). Following a decision by the Securities Authority, according to which there is a deep market for corporate bonds, and according to the publication of Accounting Staff Position number 12-1, as of this report, the capitalization interest is that of high-quality corporate bonds. Use of a quality curve as stated above, is published by quoting companies which specialize in this field. The nominal interest rate for the capitalization appropriate for corporate bonds with high rankings as aforesaid, as of December 31, 2024, is 5.44% per year. |
F - 33
|
Note 23 – Defined benefit scheme (continued)
|
|
Changes in the present value of the defined benefit obligation in the current period were as follows:
|
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Opening defined benefit obligation
|
5,944
|
5,481
|
1,630
|
|||||||||
|
Current service cost
|
489
|
474
|
134
|
|||||||||
|
Interest cost
|
327
|
269
|
90
|
|||||||||
|
Actuarial losses/(gains) arising from changes in financial assumptions
|
(7
|
)
|
194
|
(2
|
)
|
|||||||
|
Actuarial losses/(gains) arising from changes in demographic assumptions
|
(72
|
)
|
-
|
(20
|
)
|
|||||||
|
Actuarial losses arising from experience adjustments
|
283
|
24
|
78
|
|||||||||
|
Benefits paid
|
(171
|
)
|
(498
|
)
|
(47
|
)
|
||||||
|
Closing defined benefit obligation
|
6,793
|
5,944
|
1,863
|
|||||||||
Changes in the fair value of the defined benefit assets in the current period were as follows:
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Opening defined benefit assets
|
4,937
|
4,653
|
1,354
|
|||||||||
|
Employer contribution
|
324
|
328
|
89
|
|||||||||
|
Expected return on the plan assets
|
275
|
233
|
75
|
|||||||||
|
Changes in financial assumptions
|
307
|
172
|
84
|
|||||||||
|
Interest losses on severance payment allocated to remuneration benefits
|
(29
|
)
|
(39
|
)
|
(8
|
)
|
||||||
|
Benefits paid
|
(72
|
)
|
(410
|
)
|
(20
|
)
|
||||||
|
Closing defined benefit assets
|
5,742
|
4,937
|
1,574
|
|||||||||
Adaption of the current value of defined benefit plan liability and the fair value of the plan's assets to the assets and liabilities recognized in the Balance Sheets:
|
December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Present value of funded liability
|
6,793
|
5,944
|
1,863
|
|||||||||
|
Fair value of unrecognized asset
|
51
|
48
|
14
|
|||||||||
|
Fair value of plan assets - accumulated deposit in executive insurance
|
(5,742
|
)
|
(4,937
|
)
|
(1,574
|
)
|
||||||
|
Net liability deriving from defined benefit obligation
|
1,102
|
1,055
|
302
|
|||||||||
F - 34
Note 23 - Defined benefit scheme (continued)
F - 35
|
On July 2022, the Company granted to its employees 164,000 non-marketable options exercisable to up to 164,000 ordinary shares of the Company, which at the date of this report constitute approximately 1.18% of the Company's capital and voting rights before the grant and approximately 1.17% after the grant. However, the actual number of shares allocated may be lower than stated, as the offerees will be entitled to exercise the option warrants via "cashless" method, meaning the allocation of shares in an amount reflecting the monetary benefit inherent in the offered option warrants. Each option will allow, upon exercise, to purchase one NIS 1 ordinary share at an exercise price of NIS 55.3, adjusted to dividend and subject to adjustments that will be required if rights or bonus shares are issued. The weighted average of the Company share price during the period ending on December 31, 2024 was NIS 40.32.
|
|
The fair value of all the options at the time of grant was approximately NIS 3 million. The fair value of the options was measured using the Black & Scholes model, using the following average indices: standard deviation in the range of approximately 39% to 44%, and the life of the option: 3 years for the first tranche, 4 years for the second tranche and 5 years for the 3rd tranche The standard deviation was calculated based on the historical daily standard deviation of the company's stock traded on the Tel Aviv Stock Exchange.
|
|
The options will be exercisable in three equal annual rates starting on July 2023. An employee who was entitled to exercise the options will be able to exercise them in an additional period of 24 months since he first had the right to exercise the same number of options. Options that are not exercised by that date will expire. In the event of termination, the employee will be entitled to exercise the options whose exercise date has arrived during a period of 60 days from the date of termination. The other options will expire.
|
|
Stock options for senior management
|
Stock options for other employees
|
Total options
|
|||
|
Outstanding period
|
July 2022
|
July 2022
|
July 2022
|
||
|
Granted during the year
|
75,000
|
89,000
|
164,000
|
||
|
Estimated lifespan
|
2-5 years
|
2-5 years
|
2-5 years
|
||
|
Vesting conditions
|
See note 24 above
|
See note 24 above
|
See note 24 above
|
F - 36
|
Note 24 - Share based payment (continued) |
24.2 - Details regarding the stock option plans
|
2024
|
2023
|
2024
|
||||||||||||||||||
|
Number
|
Weighted average Exercise price (NIS)
|
Number
|
Weighted average Exercise price (NIS)
|
Weighted average Exercise price (US Dollars)
|
||||||||||||||||
|
Opening balance
|
141,500
|
49.88
|
164,000
|
52.76
|
13.68
|
|||||||||||||||
|
Granted during the year
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
|
Expired during the year
|
-
|
-
|
(22,500
|
)
|
49.88
|
13.48
|
||||||||||||||
|
Exercised during the year
|
(37,824
|
)
|
49.16
|
-
|
-
|
-
|
||||||||||||||
|
Closing balance
|
103,676
|
49.16
|
141,500
|
49.88
|
13.48
|
|||||||||||||||
|
24.3 - Effect of share-based payment transactions on profit or loss for the period
|
|
Year ended December 31,
|
||||||||||||
|
2 0 2 4
|
2 0 2 3
|
2 0 2 4
|
||||||||||
|
NIS
|
NIS
|
US Dollars
|
||||||||||
|
Expense arising from plans to grant shares and stock options
|
473
|
1,039
|
130
|
|||||||||
F - 37
|
- The Company has an obligation to pay incentives to several customers that are not subject to the Food Law, 5744-2014, which came into effect on January 15, 2015. Some of those incentives are payable as a rate of total annual sales to those customers, and some of those incentives are payable as a rate of acquisitions in excess of an agreed upon annual volume of activities. The incentives are calculated specifically for each customer. The incentives are calculated specifically for each customer as a reduction of the revenue.
|
|
- On March 14, 2023, a General Meeting of the Shareholders of the Company approved a new management services agreements pursuant to which Messrs. Yosef Williger and Zwi Williger are to serve as CEO of the company and chairmen of the Board of Directors, respectively.
The Company's shareholders also approved new terms of service for each of Mr. Zwi Williger and Mr. Joseph Williger, commencing as of January 1, 2023 as follows.
(a) Monthly service fees of NIS 108,300 (USD 31.2 thousand) (excluding VAT).
(b) Profit Related Bonus - an annual bonus determined according to measurable quantitative criteria:
- Payment of the Measurable Bonus will be subject to achieving an average of the minimum operating profit of the Company before bonuses during the last three (3) years (i.e., the year in which the bonus is granted and the previous two (2) years) (the “Bonuses” and "Average Operating Profit Before Bonuses", respectively) of at least NIS 40 million (USD 11.5 million) (the “Minimum Average Operating Profit before Bonuses”).
- Subject to the Company's achieving or exceeding the Minimum Average Operating Profit before Bonuses, the Chairman/ CEO shall be entitled to receive a bonus in the following manners: (i) a Bonus of 2.5% of the Average Operating Profit Before Bonuses for the amount exceeding above NIS 10 million (USD 2.9 million) and up to and including NIS 15 million (USD 4.3 million); (ii) a Bonus of 3% of the Average Operating Profit Before Bonuses for the amount exceeding above NIS 15 million and up to and including NIS 25 million (USD 7.2 million); (iii) a Bonus of 4.15% of Average Operating Profit Before Bonuses for the amount exceeding NIS 25 million and up to and including NIS 40 million (USD 11.5 million); (iv) a Bonus of 5% of the Average Operating Profit Before Bonuses for the amount exceeding above NIS 40 million and up to and including NIS 55 million (USD 15.8 million); and (v) a Bonus of 5.5% of the Average Operating Profit Before Bonuses for any amount exceeding above NIS 55 million.
- The maximum annual Bonus to be paid to the Chairman / CEO will not exceed an amount of NIS 2.4 million (USD 690.8 thousand).
|
F - 38
|
- On February 27, 2025, a General Meeting of the Shareholders of the Company approved a new management services agreements pursuant to which Messrs. Yosef Williger and Zwi Williger are to serve as CEO of the company and chairmen of the Board of Directors, respectively.
The Company's shareholders also approved new terms of service for each of Mr. Zwi Williger and Mr. Joseph Williger, commencing as of January 1, 2025 as follows.
(a) Monthly service fees of NIS 108,300 (USD 29.7 thousand) (excluding VAT).
(b) Profit Related Bonus - an annual bonus determined according to measurable quantitative criteria:
- Payment of the Measurable Bonus will be subject to achieving an average of the minimum profit before taxes of the Company before bonuses during the last three (3) years (i.e., the year in which the bonus is granted and the previous two (2) years) (the “Bonuses” and "Average Operating Profit Before Bonuses", respectively) of at least NIS 40 million (USD 11.5 million) (the “Minimum Average Operating Profit before Bonuses”).
|
F - 39
F - 40
F - 41
|
- On July 23, 2017, Mr. Iram Graiver, the Company's CEO and former executive ("Mr. Graiver"), filed a lawsuit with the Regional Labor Court in Tel Aviv-Jaffa ("the Court") for social benefits and various compensations totaling NIS 2,377,305. The Company submitted a statement of defense on November 26, 2017. On July 27, 2017, The Company filed a lawsuit against Mr. Graiver for the return of funds allegedly taken unlawfully, totaling NIS 1,694,325. According to the Company, Mr. Graiver acted in breach of his fiduciary duty and contrary to the mandatory provisions of the Companies Law, 1999, which require approval from the general shareholders' meeting (which was not obtained) for payments he took from the Company.
On November 2, 2017, the Court decided to consolidate the two proceedings. On November 26, 2017, defense statements were submitted by Mr. Graiver and the Company. After several hearings, a judgment was issued on November 27, 2022, ordering the company to pay Mr. Graiver approximately NIS 255,000. Subsequently, both the company and Mr. Graiver filed appeal requests to the National Labor Court.
On September 24, 2024, a judgment was issued rejecting the company's appeal and partially accepting Mr. Graiver's appeal. It was determined that, in addition to funds already deposited with the Court, the company must pay Mr. Graiver an additional NIS 411,297 plus interest and linkage from March 2017. On October 21, 2024, a petition was filed with the High Court of Justice. At this stage, the chances of the petition's success cannot be estimated.
|
|
- On June 24, 2020, a lawsuit and request for approval as a representative was submitted to the Central District Court against the company, Euro Dairy Europe Ltd. and another respondent. According to the applicant, the company marketed a number of products with misleading labeling and contrary to the provisions of the law and the relevant standards. The Company reply to the request on January 22, 2024. Response summaries have been submitted, awaiting a decision on the approval request. At this stage, the Company and its legal advisors cannot assess the chances of the lawsuit.
|
F - 42
|
Note 25 – Contingent liabilities and commitments (continued)
|
|
- A lawsuit and a motion to approve it as class action was filed on August 2, 2021, against G. Willi-Food and another 5 respondents to the District Court. The applicant claimed that the Company marketed several products with misleading captions and contrary to the provisions of the law and the relevant regulations. The applicant claims that he and the members of the group suffered financial damages in amount of NIS 100 million and Non-financial damages in amount of NIS 378 million. A settlement discussion is scheduled for April 6, 2025. At this stage, the Company and/or its legal advisors are unable to assess the chances of the lawsuit.
|
|
- A lawsuit and a motion to approve it as class action was filed on November 8, 2021, against the Company to the District Court. The applicant claimed that the Company marketed a product with misleading captions and contrary to the provisions of the law and the relevant regulations. The applicant claims that he and the members of the group suffered damages in amount of NIS 57 million. A response was submitted on February 9, 2022. On November 14, 2022, a pre-trial hearing was held, at the end of which it was decided that the parties must reach agreements by December 15, 2022. On January 24, 2023, an agreed notification was submitted according to which the parties were unable to reach an agreement. On September 14, 2023 another pre-trial hearing was held. Summaries on behalf of the applicant were submitted on December 27, 2023. Response summaries have been submitted, awaiting a decision on the approval request. On December 3, 2024 the District Court approved the lawsuit as class action. The District Court ruled in its decision that at the certification request stage, there is no need to determine the extent of damages, and that this issue should be clarified in the second phase of managing the claim. The District Court determined that there are grounds to examine the petitioner's claim that he and the group members suffered damages in the amount of the difference between the price paid and the price they would have paid for purchasing another comparable product. According to the petitioner, the product's price was higher than that of another comparable product, while the Company argues that the product subject to the claim was sold at lower prices than competing products and therefore no damage was caused. The District Court also ruled that there are grounds to examine the question of non-monetary damages caused by the inability to compare between the product subject to the claim and competing products. The Company maintains its argument that this was a good faith mistake and that no damage was caused to the consumer, and in the proceedings, it will prove that the product was imported in relatively small quantities during a limited period only. On March 2, 2025, the lawsuit was filed and the company must submit a statement of defense by April 24, 2025. At this stage, it is difficult to assess the chances of the lawsuit.
|
F - 43
|
Note 25 – Contingent liabilities and commitments (continued)
|
|
- On February 20, 2023, the Euro European Dairies (the Company) received, from the Ashdod Customs House, a notice of a charge for a deficit of NIS 1.75 million, which includes interest and fine. In the letter of demand, it is claimed that the company imported soft cheeses in a salt water solution and paid duty only for the weight of the cheese without the weight of the salt water solution. According to the customs house, customs must also be paid for the salt water solution. After the customs house rejected the appeal that the company filed on the debit notices, The company paid the debt in the debit notices and submitted a lawsuit to the Magistrate's Court in Petah Tikva to cancel the notices and to recover the amounts paid by it plus interest and linkage. The court pointed out difficulties in each party's position and suggested transferring the case to mediation. The company agreed, but the Customs House rejected the proposal. The date for submitting evidence by the company was set for January 8, 2025, and the date for submitting evidence by the Customs House was set for March 8, 2025. A pre-trial hearing date after the submission of evidence was set for March 24, 2025. At this stage, the Company and its legal advisors cannot assess the chances of the lawsuit.
|
|
- On July 10, 2024, a lawsuit and a request for class action certification were filed with the Central District Court against the Company. The applicant claims that the Company markets the products mentioned in the certification request as approved by the Chief Rabbinate of Israel before actually receiving the Rabbinate's approval. Consequently, the applicant alleges violations of various laws, including the Kosher Fraud Law and the Consumer Protection Law. The applicant states that they cannot currently estimate the total amount of the class action lawsuit for all group members, but claims personal monetary damages of NIS 50 for purchased products and non-monetary damages of NIS 1,000. The Company must submit a response to the certification request by April 30, 2025. Before the request was filed, it was agreed to jointly pursue mediation proceedings to be held in March 2025. At this stage, the Company and its legal advisors cannot assess the chances of the lawsuit.
|
|
- On September 12, 2024, a lawsuit and a request for class action certification were filed with the Central District Court against Euro Dairy Europe and four additional respondents. The applicant claims that Euro Dairy Europe marketed products with misleading text that contradicts relevant laws and standards. The applicant alleges monetary damages of 10 percent of the product's value and additional monetary damages of NIS 20. On February 9, 2025, a judgment was issued approving a withdrawal arrangement whereby the petitioner withdraws the request without a costs order.
|
F - 44
|
- On January 17, 2023, Mr. Erez Winner finished his position as the company CEO, but continues to provide management services to the company in the field of business development, building and manufacture.
|
|
- On January 17, 2023, Mr. Yosef Williger was appointed as the company active CEO.
|
|
- On September 16, 2021, the Company’s Board of Directors announced a dividend distribution in the amount of NIS 60 million (NIS 4.33 per share).
|
|
- On March 15, 2022, the Company's Board of Directors announced a dividend distribution in the amount of NIS 20 million (a total of NIS 1.44 per share).
|
|
- On August 31, 2022, the Company's Board of Directors announced a dividend distribution in the amount of NIS 20 million (a total of NIS 1.44 per share).
|
|
- On November 24, 2022, the Company's Board of Directors announced a dividend distribution in the amount of NIS 15 million (a total of NIS 1.08 per share).
|
|
- On March 24, 2023, the Company's Board of Directors announced a dividend distribution in the amount of NIS 30 million (a total of NIS 2.16 per share).
|
|
- On August 30, 2023, the Company's Board of Directors announced a dividend distribution in the amount of NIS 10 million (a total of NIS 0.72 per share).
|
|
- On February 14, 2024, the Company received a notification letter from the Competition Authority, according to which the authority is considering filing an indictment against the Company, subject to a hearing, on the grounds of the suspicions listed in the "Letter of Suspicions". In addition, A similar message was further delivered to the chairman of the board of directors of the Company, Mr. Zwi Williger, one of the controlling owners of the Company. On April 17, 2024, a hearing was held regarding the aforementioned matter, in which the company and Mr. Williger presented their arguments before the Competition Authority.
|
F - 45
|
Note 26 – Events during and after the reporting period (continued)
|
|
- On July 17, 2024, the company reached an agreement with the Competition Authority regarding the payment of financial sanctions totaling approximately 11.6 million NIS for alleged violations of the Food Industry Competition Promotion Law of 2014, without admission of violation. The aforementioned arrangement was approved by the Company's board of directors. The Company included the expense related to this agreement in its financial statements under other expenses.
|
|
- On July 21, 2024, following an agreement with the Competition Authority, a request for document disclosure was filed pursuant to Section 198a of the Companies Law, 5759-1999, in the Tel Aviv-Jaffa District Court against the Company to examine the possibility of filing a derivative claim for alleged violations of the Food Industry Competition Promotion Law, 5774-2014. As part of the request, the court was asked to order the Company to provide various documents related to these events to the petitioner. On December 24, 2024, the Company filed a response to the request. On February 18, 2025, the parties filed a mutual withdrawal request. The court approved the withdrawal request on the same day.
|
|
- On May 3, 2022, the Board of Directors of the Company adopted an options plan for employees and officers of the Company. As part of the options plan, the Company allocated, in a private placement, a total of 164,000 non-tradable option warrants that can be exercised for up to 164,000 ordinary shares of the Company, representing at the date of this report approximately 1.18% of the equity and voting rights in the Company before the allocation and approximately 1.17% after the allocation. However, the actual number of shares allocated may be lower than stated, as the offerees will be entitled to exercise the option warrants via "cashless" method, meaning the allocation of shares in an amount reflecting the monetary benefit inherent in the offered option warrants. The exercise price as of the report date for each option is NIS 49.16. Shares resulting from the exercise of the option warrants will be subject to restrictions on resale on the stock exchange according to the provisions of Section 15C of the Securities Law, 1968, and the Securities Regulations (Details Regarding Sections 15A and 15C of the Law), 2000 (Regulation 5 of the said regulations).
|
F - 46
|
Note 26 – Events during and after the reporting period (continued)
|
|
- The year 2024 was a challenging year for the state of Israel as a whole and for the Israeli economy in particular. challenging period which began on October 7, 2023, following an unprecedented terrorist attack from the Gaza Strip on the state of Israel, and has continued for about a year and four months. The war was conducted in many fronts, including Gaza, Lebanon, Iran and Syria, and had impact on all sectors of the Israeli economy.
The growth forecast for 2024 was revised downward, mainly due to lower-than-expected growth for the first half and the effects of the recent security escalation on activity. Supply constraints make it difficult for economic activity to converge to the pre-war trend, and the ongoing geopolitical uncertainty is reflected in the rise of the economy's risk premium. Due to the continued fighting and its consequences, in September 2024, the international credit rating agency Moody's announced a downgrade of Israel's credit rating by two levels from A2 to BAA1 with a negative outlook, after during the first quarter of 2024, Moody's downgraded Israel's credit rating from A1 stable outlook to A2 negative outlook. Additionally, against the backdrop of the escalating conflict with Iran, during the second quarter, the international credit rating agency S&P downgraded Israel's credit rating from AA- to A+. Despite the many difficulties and challenges in the business environment, the Israeli economy showed strength and from the second half of 2024, there was a recovery in economic activity and a relatively good coping with the challenges of the period.
The Company imports various food products, including from Turkey. Due to the Turkish government's decision to impose restrictions on the export of products from Turkey to Israel, the Company is working to find alternatives and other suppliers from other countries. The company's activity is, among other things, supplying basic food products, the sale of which was not significantly affected by the war situation and even increased shortly after the outbreak of the war, mainly through orders of products with long shelf lives. Due to repeated attacks by Houthi forces on ships in the Red Sea area, which led to the decision of many shipping companies to stop sailing in the Red Sea, which is a main and significant maritime trade route between the Far East and Israel, and to change shipping routes to bypass Africa, or alternatively, to suspend or stop their arrival to Israel altogether. As a result, shipping time from the Far East has extended by about 3-4 weeks, thereby increasing the cost of maritime shipping and causing delays in receiving goods. About 35% of imported products originate from the Far East, therefore - according to the company's assessment, a significant increase in the cost of maritime shipping could adversely affect the company's results. In practice, according to the company's assessment, from the beginning of the war until the date of the report, the war did not have a material impact on the company's financial position and results of operations. In addition, the company managed to maintain operational and functional continuity, including maintaining an effective workforce, adequate inventory levels, and continued effective activity with its customers and suppliers. Due to the uncertainty regarding the scope of the fighting and the duration of the war, the company is unable at this time to accurately assess the scope and nature of additional future effects of the war on its results.
|
F - 47
Historical experience enables the Company to estimate reliably the value of good that will be returned and restrict the amount of revenue that is recognized such that it is highly probable that there will not be a reversal of previously recognized revenue when goods are return.
F - 48
|
Note 27 – Accounting policies (continued)
|
F - 49
F - 50
|
Note 27 – Accounting policies (continued)
|
|
Useful life (Years)
|
%
|
||||||
|
Building
|
50
|
2
|
|||||
|
Construction
|
25
|
4
|
|||||
|
Motor vehicles
|
5
|
15-20
|
(Mainly 20%)
|
||||
|
Office furniture and equipment
|
6
|
6-15
|
(Mainly 15%)
|
||||
|
Computers
|
3
|
20-33
|
(Mainly 33%)
|
||||
|
Machinery and equipment
|
10
|
10
|
|
The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Income statement.
|
F - 51
|
Note 27 – Accounting policies (continued)
|
|
Deferred taxes
|
|
|
Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base.
|
|
|
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilized.
|
|
|
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
|
|
Defined benefit schemes
|
|
|
Defined benefit scheme surpluses and deficits are measured at:
|
|
|
- The fair value of plan assets at the reporting date; less
|
|
|
- Plan liabilities calculated using the projected unit credit method discounted to its present value using yields available on high quality corporate bonds that have
maturity dates approximating to the terms of the liabilities and are denominated in the same currency as the post-employment benefit obligations; less
|
|
|
- The effect of minimum funding requirements agreed with scheme trustees.
|
|
|
Remeasurements of the net defined obligation are recognized directly within equity. The remeasurements include:
|
|
|
- Actuarial gains and losses.
|
|
|
- Return on plan assets (interest exclusive).
|
|
|
- Any asset ceiling effects.
|
|
|
Service costs are recognized in profit or loss, and include current and past service costs as well as gains and losses on curtailments.
|
|
|
Net interest expense (income) is recognized in profit or loss, and is calculated by applying the discount rate used to measure the defined benefit obligation (asset) at the beginning of the annual period to the balance of the net defined benefit obligation (asset), considering the effects of contributions and benefit payments during the period. Gains or losses arising from changes to scheme benefits or scheme curtailment are recognized immediately in profit or loss.
|
|
|
Settlements of defined benefit schemes are recognized in the period in which the settlement occurs.
|
F - 52
|
Note 27 – Accounting policies (continued)
|
|
Share capital
|
|
Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.
|
|
The Company's ordinary shares are classified as equity instruments.
|
|
there are separately identifiable cash flows; its cash generating units ('CGUs'). Goodwill is allocated on initial recognition to each of the Company's CGUs that are expected to benefit from a business combination that gives rise to the goodwill.
|
|
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognized in other comprehensive income. An impairment loss recognized for goodwill is not reversed.
|
|
Financial assets and liabilities
|
|
The Company classifies its financial assets and liabilities into one of the categories discussed below, the Company's accounting policy for each category is as follows:
|
|
- Fair value through profit or loss
|
|
Financial assets and liabilities at fair value through profit or loss are measured at fair value at the end of each reporting period They are carried in the statement of financial position at fair value with changes in fair value recognized in the consolidated statement of income in the finance income or expense line.
|
|
Amortized cost
|
|
The Company's financial assets (liabilities) measured at amortized cost comprise trade and other receivables, loans to others, cash and cash equivalents and trade payables in the consolidated statement of financial position.
|
|
Impairment provisions for trade receivables are recognized based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables.
|
F - 53
| BETWEEN: |
G. Willi-Food International Ltd.
public company no. 520043209 Of 4 Nahal Harif Street, Yavne (Hereafter: "the Company")
On the one hand;
|
| AND |
Zwi V. & Co Company Ltd.
private company no. 512715970
Of 4 Nahal Harif Street, Yavne
(Hereafter: "the Management Company")
On the other hand;
|
| Whereas: |
The Company is a public company engaged in import, marketing and distribution of food products;
|
| Whereas: |
The management Company is a private company owned by Mr. Zwi Williger, i.d. no. 53339305 (hereafter: “Mr. Williger”);
|
| Whereas: |
On 27.02.2025, the general meeting of the Company approved the terms of office of Mr. Williger as the Chairman of the Board of Directors of the Company, as described
below, as from 01.01.2025;
|
| Whereas: |
Mr. Williger wishes to serve as the Chairman of the Board of Directors through a management company, such that no employer-employee relationships will apply between Mr.
Williger and the Company;
|
| Whereas: |
The parties wish to set out and regulate the terms of the engagement between them, all as described in this agreement below.
|
| 1. |
Recital
|
|
|
1.1 |
The recital to this agreement constitutes an integral part thereof.
|
|
|
1.2 |
The headings of the clauses to this agreement are for ease of reference only and shall not limit or affect the meaning or interpretation of the said clauses.
|
| 2. |
The applicability of other documents
|
| 3. |
The purpose of the engagement and the scope of services
|
|
|
3.1 |
The Management Company shall provide to the Company management services through Mr. Zwi Williger, who will serve as a Chairman of the Board of Directors in the Company
(hereafter: (“the Services”).
|
|
|
3.2 |
The Services shall be provided at the scope of a full-time position.
|
|
|
3.3 |
Notwithstanding the above, it is hereby clarified that the services and roles as part of which they will be rendered require the investment of strenuous work and long
hours, and accordingly the Management Company and Mr. Williger undertake to provide the services at the scope of hours that will be required, including during additional and/or exceptional hours and days and/or on the weekly day of rest
and/or during festivals, and they declare that there is no impediment to do so. The Management Company and Mr. Williger undertake to provide the services to the Company in accordance with the provisions of any law, as shall be in force over
the course of the term of the agreement, in accordance with the provisions of this agreement and according to the instructions of the Company’s Board of Directors.
|
|
|
3.4 |
The Management Company and Mr. Williger shall be subject to supervision and audit of the Company’s Internal Auditor. The Management Company and Mr. Williger undertake
to cooperate with the Internal Auditor and to comply with all of his requests.
|
| 4. |
Declarations and undertakings of the Management Company and Mr. Williger
|
|
|
4.1 |
The Management Company is a limited liability company fully-owned and fully controlled by Mr. Williger and it shall remain so throughout the term of the agreement.
|
|
|
4.2 |
That provisions of this agreement shall also apply personally, jointly and severally, to Mr. Williger and accordingly, the provisions of this agreement apply to him as
well.
|
|
|
4.3 |
That Mr. Williger has elected to provide the services to the Company through the Management Company, under his status as a self-employed person, and the meaning of this
choice by Mr. Williger is that the Management Company and Mr. Williger, jointly and severally, shall not be entitled, now or in the future, to any rights arising from employer-employee relationship and that Mr. Williger has elected, without
coercion or pressure, to provide the services to the Company through the Management Company and not as an employee of the Company, with all that this entails.
|
|
|
4.4 |
The Management Company is lawfully registered with all the relevant authorities as required by law, including with the Value Added Tax Authority, National Insurance and
the Income Tax Authority.
|
|
|
4.5 |
The Management Company and Mr. Williger shall provide the services solely through Mr. Williger and will not endorse and/or assign the services or any part thereof to
any other party. The Management Company and Mr. Williger undertake not to appoint or employ for the purpose of provision of the services any other person or legal entity except for Mr. Williger.
|
|
|
4.6 |
The Williger has the experience, knowledge and the professional capabilities to provide the services referred to in this agreement and to fulfil all his obligations and
the obligations of the Management Company pursuant to this agreement.
|
|
|
4.7 |
To dedicate their skills, time and energy to fulfil their obligations pursuant to this agreement and to comply with the provisions of this agreement skillfully,
dedicatedly, faithfully and in good faith, all in accordance with the directions of the Company’s Board of Directors as given from time to time, and subject to any procedure, standard or legal provision, to the satisfaction of the Company and
in order to promote the Company’s interests.
|
|
|
4.8 |
That Mr. Williger is in good health and is medically fit to fulfil all the obligations of the Management Company and Mr. Williger, in accordance with the provisions of
this agreement.
|
|
|
4.9 |
To act for the Company faithfully and diligently without preferring their interest over the interest of the Company. In providing the services, the Management Company
and Mr. Williger will avoid situations of conflict of interest with the Company.
|
|
|
4.10 |
To report to the Company immediately and without delay of any matter or issue in which they have a personal interest and/or any matter that might cause conflict of
interest with the provision of services to the Company, and in such a case, to act according to the instructions of the Company and its legal advisor.
|
|
|
4.11 |
That as of the date of this agreement there are no matters or issues that may cause conflict of interest under this agreement.
|
|
|
4.12 |
To act in good faith and reasonably, in a professional and skilled manner, as one may expect from senior office holders in the Company who hold managerial positions, in
order to achieve the objective of the engagement and for the benefit of the Company.
|
|
|
4.13 |
That they know the extent of their duties in connection with the provision of the services to the Company, including the loyalty and fiduciary duties and the duty to
act for the benefit of the Company, and that they are proficient with all the procedures, regulations and law provisions, which are relevant for the provision of the services.
|
|
|
4.14 |
That there is no legal and/or contractual and/or other prohibition, restriction or impediment on the performance of their obligations pursuant to this agreement and
their engagement in this agreement and the fulfilment of their obligations thereunder do not breach any other contract or obligation they have to any third party, including breach of confidentiality and non-competing obligations.
|
|
|
4.15 |
That during the period of provision of services to the Company they will not engage in any manner whatsoever (whether directly or indirectly), whether with or without
consideration, in any job or vocation which may constitute competition to the Company's business, whether as hired employees, self-employed persons, service providers who provide advisory services, or in any other way.
|
|
|
4.16 |
Not to receive any consideration and/or benefit in connection with the provision of the services from any entity and/or person with whom he will be in contact during
and/or as part of and/or as a result of the provision of the services, including suppliers, clients and other service providers of the Company.
|
|
|
4.17 |
That they will use the Company’s equipment and property, including the means made available to them for the purpose of providing the services, solely for the purpose of
providing the services, and they undertake not to make any other use of those equipment and property, except for reasonable private use by the manager.
|
|
|
4.18 |
That they are aware that the Company is a public company as defined in the Companies Law, 1999 (hereafter: “the Companies Law”) and therefore they are aware that they are subject to provisions and restrictions by virtue of the Securities Law, 1968 (hereafter: “the Securities Law”) and the Companies Law and the regulations promulgated thereunder, the guidelines of the Securities Authority and the Regulations of the Tel Aviv
Stock Exchange Ltd., and U.S. Securities and Exchange Commission, and its directives, as may be from time to time, including and without derogating from the generality of the above, as follows: (1) restrictions as to carrying out transactions
with the securities of the Company or the parent company, including sale and purchase transactions; (2) restrictions on use or transfer of inside information, including restrictions regarding carrying out of transactions in the Company’s
security or a different security for which the Company’s security is the underlying asset, in breach of the provisions of the Securities Law, where they should have known that they or the Company are in possession of inside information; (3)
provisions regarding the date of filing a report to the Company regarding the holding of securities of the Company and/or the parent company, or the carrying out of transactions with those securities and the details of such transactions, and
also provisions regarding the date of filing a report to the Company regarding the details of the contractor and changes therein, where the Company is required to disclose those details to the public.
|
|
|
4.19 |
That for the entire period of engagement under this agreement, the Management Company shall pay Mr. Williger his salary and other rights to which he is entitled,
including social benefits and tax payments (national insurance, income tax and medical insurance) at least at the rate prescribed by law and/or personal agreement and/or expansion order, as the case may be.
|
|
|
4.20 |
That the relationship between the Company and the Management Company will be a relationship between a client and independent contractor and there will be no
employer-employee relationship between the Management Company and the Company or between Mr. Williger and the Company, as described in detail in section 11 below.
|
| 5. |
Declarations and undertakings of the Company
|
| 6. |
Monthly consideration
|
|
|
6.1 |
The Management Company shall be entitled to a consideration of NIS 108,300 per month plus VAT (hereafter: “the Consideration”) in respect of the provision of the services to the Company and the fulfilment of all Management Company’s obligations pursuant to this agreement.
|
|
|
6.2 |
The Consideration shall be paid until the 10th of every month, in respect of the services provided in the previous month and against a tax invoice issued as
required by law.
|
|
|
6.3 |
In addition to the Consideration, the Management Company shall be entitled to payment of annual bonus as describe on item 8 of this agreement.
|
|
|
6.4 |
The Management Company and Mr. Williger alone shall bear any tax and/or any other payment of any type, if any, that will be levied on the monthly Consideration and/or
the expenses, as described below.
|
|
|
6.5 |
The Management Company and Mr. Williger will not be entitled to receive any other payment and/or amount and/or consideration from the Company in respect of the
provision of the services in addition to the Consideration, the expenses and the annual bonus as described in this agreement.
|
|
|
6.6 |
Mr. Williger will be included in the office holders’ insurance of the Company and its subsidiaries, as applicable to all other office holders and directors of the
Company. Mr. Williger will also be entitled to exemption and indemnification pursuant to the letter of exemption and indemnification that was approved by the general meeting of the Company’s shareholders on 20.7.05 in respect of all other
office holders and directors of the Company.
|
| 7. |
Expenses
|
|
|
7.1 |
The Company shall make available to the Management Company a car to be used by Mr. Williger, at a value that will not exceed NIS 400 thousand and shall bear all
expenses relating to the use of this car (excluding fines) and including the applicable tax expenses. If Mr. Williger asks for a car, the value of which is more than NIS 400 thousand, the Management Company shall pay the cost of the car in
excess of NIS 400 thousand.
|
|
|
7.2 |
Furthermore, the Management Company shall be entitled to reimbursement of reasonable expenses that it expensed in Israel or abroad in connection with the provision of
the services to the Company (telephone expenses, subsistence and staying expenses, as applicable), as is the normal practice in the Company and in accordance with the Company’s compensation policy, as shall be from time to time.
|
| 8. |
Annual bonus
|
|
|
8.1 |
Payment of the Measurable Bonus will be subject to an average minimum operating profit of the Company before bonuses during the last three (3) years (i.e., the year in
which the bonus is granted and the previous two (2) years) (the “Bonuses” and "Average Operating Profit Before Bonuses", respectively) of at least NIS 40 million (the “Minimum
Average Operating Profit before Bonuses”).
|
|
|
8.2 |
Subject to the Company's achieving or exceeding the Minimum Average Operating Profit before Bonuses, the Chairman shall be entitled to receive a bonus as follows: (i) a
Bonus of 2.5% of the Average profit before tax Before Bonuses for the amount exceeding NIS 10 million and up to and including NIS 15 million; (ii) a Bonus of 3% of the Average profit before tax Before Bonuses for the amount exceeding NIS 15
million and up to and including NIS 25 million; (iii) a Bonus of 4.15% of Average profit before tax Before Bonuses for the amount exceeding NIS 25 million and up to and including NIS 40 million; (iv) a Bonus of 5% of the Average profit before
tax Before Bonuses for the amount exceeding NIS 40 million and up to and including NIS 55 million; and (v) a Bonus of 5.5% of the Average profit before tax Before Bonuses for any amount exceeding NIS 55 million.
|
|
|
8.3 |
The maximum annual Bonus to be paid to the Chairman will not exceed an amount of NIS 2.4 million.
|
|
|
8.4 |
In the event that the services are diminished and/or reduced and/or terminated under the circumstance set out in section 10.2 below before the end of a calendar year,
the annual bonus shall be paid in respect of the period during which the services were actually provided over the course of that calendar year.
|
|
|
8.5 |
In the event that the services are diminished and/or reduced and/or terminated under the circumstance set out in section 10.7 below, the Company may revoke the payment
of the annual bonus, in whole or in part.
|
| 9. |
Compensation and insurance
|
|
10.
|
Term and termination of the agreement
|
|
|
10.1 |
This agreement is effective as from 01.01.25 until it is terminated pursuant to the provisions of the agreement or the law.
|
|
|
10.2 |
Each of the parties shall be entitled to terminate the engagement between the parties at any given time without giving any reason, by giving a 90-day written advance
notice (hereafter – “the Advance Notice Period”).
|
|
|
10.3 |
As from the second year of the engagement between the parties pursuant to this agreement, the Advance Notice Period that the Company will be subject to will be 120
days.
|
|
|
10.4 |
During the Advance Notice Period, the Management Company shall continue to provide the services to the Company in order to ensure the continued normal activities of the
Company.
|
|
|
10.5 |
The Company may, at its own discretion, waive the provision of the services during some or all of the Advance Notice Period, and in such a case the Company shall pay to
the Management Company the Consideration and all other rights specified in this agreement, in respect of the period for which it waived the provision of services.
|
|
|
10.6 |
If the Management Company fails to meet its obligation to give advance notice to the Company as provided above, the Management Company shall pay the Company an agreed
compensation at an amount equal to the consideration that it would have received in respect of the Advance Notice Period which it failed to announce. The Company may deduct and/or offset the amount of the said agreed compensation from any
payment it will be required to pay the Management Company.
|
|
|
10.7 |
Upon the fulfilment of at least one of the conditions set out below, the Company will be entitled to terminate this agreement with immediate effect, without being
required to give advance notice or pay for an advance notice period, without detracting from any remedy to which the Company will be entitled pursuant to any law and/or agreement:
|
|
|
10.7.1 |
The Management Company and/or Mr. Williger were convicted of a criminal offense and/or a flagrant offense;
|
|
|
10.7.2 |
The Management Company and/or Mr. Williger have fundamentally breached a fundamental obligation pursuant to this agreement and did not rectify the said breach within 30
days from the day on which they received written notice to that effect from the Company.
|
|
|
10.7.3 |
Mr. Williger was declared bankrupt;
|
|
|
10.7.4 |
If a resolution is taken against the Management Company in an application for liquidation and/or appointment of a preliminary temporary liquidator, receiver, special
manager, or an application for suspension of proceedings, or receiving order, or the commencement of rehabilitation procedures.
|
|
|
10.7.5 |
In the event that the Management will be prevented from providing the services due to the Mr. Williger's permanent incapacity and/or permanent loss of work capacity.
|
|
|
10.7.6 |
Under circumstances in which, had Mr. Williger been an employee of the Company, it would have had the right to terminate his employment while revoking some or all of
his severance pay.
|
|
|
10.8 |
No later than 5 business days after the date of the termination of the provision of the services for any reason whatsoever, the Management Company will deliver to the
Company all the documents, information, other confidential materials, professional and/or business material and/or photocopies and/or any other copies thereof, as well as any other materials, that the Company or Mr. Williger received or
prepared in connection with the provision of the services until they were discontinued; the Management Company and Mr. Williger shall not retain any such information and/or materials or any copies of photocopies thereof.
|
|
|
10.9 |
In the event that the engagement with the Management Company is terminated for any reason whatsoever, the Company shall pay to the Management Company all the amounts it
was entitled to receive under this agreement through the date of termination of the agreement; the Management Company will not be entitled to any further payments and/or compensation in respect of the termination of the engagement.
|
| 11. |
The nature of the relationship between the parties
|
|
|
11.1 |
The Company, the Management Company and Mr. Williger, declare and approve, jointly and severally, that the services pursuant to this agreement shall be provided to the
Company under Mr. Williger’s status as a self-employed person and that there is no employer-employee relationship between the Company and/or anyone acting on its behalf and Mr. Williger, nor will there be such a relationship in the future.
The Company and/or anyone acting on its behalf are not liable towards Mr. Williger in connection with any duty, responsibility or liability, which an employer has towards its employees, including in relation to severance pay and/or any
payment and/or right that an employee is entitled to under any law and/or practice.
|
|
|
11.2 |
The Consideration and all other amounts payable in respect of the provision of the services specified in this agreement were determined, among other things, based on
the assumption that the Management Company and Mr. Williger and/or any of them are not employees of the Company. Therefore, it is expressly agreed that the Management Company and/or Mr. Williger shall indemnify the Company immediately upon
first demand, for any lawsuit, if any, filed by Mr. Williger and/or any of them and/or anyone acting on their behalf against the Company in connection with employer-employee relationship; indemnity will include the full amount specified in
the lawsuit with the addition of interest, linkage differences and any expense incurred by the Company in respect thereof; Mr. Williger shall be precluded from raising any claims against the Company with regard to any demand that the Company
makes against him in connection with such a lawsuit.
|
|
|
11.3 |
Without derogating from the aforesaid, if a competent authority, including a court (and an arbitrator or a mediator) decides that despite of the agreement between the
parties there were employer-employee relationships between Mr. Williger and the Company and/or a Company under its control and/or a related company thereof, then the Consideration in respect of the provision of the services shall amount to
NIS 72.2 thousand; this provision will apply with retroactive effect as from August 13th, 2017, without the Management Company and/or Mr. Williger raising any claims in connection with the aforesaid. In such a case, the parties
will settle accounts as required from the determination of the nature of the relationship between them; and accordingly, all amounts that were paid in excess of the amount specified above in gross terms shall be considered as contribution
towards social benefits, other benefits and rights pertaining to employer-employee relationship.
|
| 12. |
Confidentiality and non-competition
|
|
|
12.1 |
The Management and Mr. Williger declare, warrant and approve, jointly and severally, that they are aware that all the information that they will receive due to and/or
in the process of the provision of the services, including information prepared by them and which pertains to the Company and/or its businesses and/or its clients and/or its matters and/or its activity and/or transactions, including potential
transactions, the Company’s clients, work procedures, clients list, supplier list and information relating thereto, Company’s shareholders and/or its employees, work methods, methodology, work relations ,etc. (hereafter –“the Information”), is confidential and shall remain the exclusive property of the Company and can only be used and brought to the attention of
the Management Company and Mr. Williger in connection with the provision of the services pursuant to this agreement.
|
|
|
12.1 |
The Management Company and Mr. Williger undertake, jointly and severally, to use the Information only for the purpose of providing the services to the Company and to
maintain full and complete confidentiality regarding the Information, not disclose the Information to any third party and/or to publish it, whether directly or through others, and not to use it for any purpose other than the provision of the
services to the Company.
|
|
|
12.3 |
The Management Company and Mr. Williger undertake, jointly and severally, that they will not remove from the Company’s offices any equipment, parts of equipment,
documents, copies of documents, videos, photographic films, recording tapes, software, programs, plans, drawings, working papers that belong to the Company, it clients and/or to other persons, bodies and/or entities related to the Company in
any way and/or to copy and/or to otherwise duplicate, including by way of magnetic duplication, such documents or information, unless they do so for the purpose of providing the services to the Company and/or in accordance with its
instructions.
|
|
|
12.4 |
Without detracting from the above, the Management Company and Mr. Williger undertake, jointly and severally, that during the term of the agreement they will not address
and/or contact and/or engage and/or provide services, whether directly or indirectly, to Company’s present and former clients and/or suppliers and/or its employees and/or anyone to whom the Company rendered services and will not accept any
approaches or proposals they receive therefrom.
The provisions of this section shall also apply to business opportunities and/or business activities in the field of the Company’s activities and accordingly, the
Management Company and Mr. Williger, jointly and severally, will refrain from communicating information regarding such opportunities or activities to any third party and will refrain from using those opportunities or activities for their own
benefit.
|
|
|
12.5 |
The Management Company and Mr. Williger’s obligations regarding confidentiality and non-competition as set out above, shall apply both in relation to the Company and in
relation to its related companies, as described above.
|
| 13. |
Applicable law
|
| 14. |
Sundry
|
|
|
14.1 |
The parties undertake to act mutually and in good faith to achieve the correct, just and efficient execution of this agreement, and for that purpose the parties
undertake to sign any document and to present themselves before any authority, as required.
|
|
|
14.2 |
Any modification, amendment and/or addition to the agreement shall only become effective and considered as executed if they are agreed to in writing and signed by both
parties.
|
|
|
14.3 |
No conduct by either party shall be deemed to be a waiver of any of its rights under this agreement and/or under any law, or as waiver or acceptance of any breach or
non-fulfillment of the terms of the agreement by the other party or as extension, deferral, modification, revocation or addition of any condition, unless agreed to expressly and in writing.
|
|
|
14.4 |
For purposes of this agreement, the addresses of the parties shall be the addresses set by the parties in the recital to this agreement.
|
|
|
14.5 |
This Agreement constitutes the entire agreement and understanding between the parties to this agreement regarding the subjects discussed therein and it supersedes any
representation, agreement, negotiation, practice, letter of understanding, memorandum of principle, proposal, plan, summary of discussion, letter of intent and an undertaking, whether written or oral, that had existed or exchanged between the
parties regarding the said subjects prior to signing this agreement.
|
|
By: /s/ Joseph Williger
|
||
|
By: /s/ Yitschak Barabi
|
By: /s/ Zwi Williger
|
|
|
The Company
|
The Management Company
|
|
|
Approval by Mr. Williger
I, the undersigned, Zwi Williger, i.d. no. 53339305, hereby undertake to comply with all the provisions of this agreement and
particularly with all the provisions of a personal nature, including, but not only, the provisions of sections 3, 4, 11 and 12 and their subsections.
|
||
|
By: /s/ Zwi Williger
|
||
|
Mr. Zwi Williger
|
||
| BETWEEN: |
G. Willi-Food International Ltd.
public company no. 520043209 Of 4 Nahal Harif Street, Yavne (Hereafter: "the Company")
On the one hand;
|
| AND |
Yossi Willi Management and Investments Ltd.
private company no. 512416033
Of 76 Kaplan Street, Herzliya
(Hereafter: "the Management Company")
On the other hand;
|
| Whereas: |
The Company is a public company engaged in import, marketing and distribution of food products;
|
| Whereas: |
The management Company is a private company owned by Mr. Joseph Williger, i.d. no. 54248307 (hereafter: “Mr. Williger”);
|
| Whereas: |
On 27.02.2025, the general meeting of the Company approved the terms of office of Mr. Williger as the Company's CEO, as described below, as from 01.01.2025;
|
| Whereas: |
Mr. Williger wishes to serve as the Company's CEO through a management company, such that no employer-employee relationships will apply between Mr. Williger and the
Company;
|
| Whereas: |
The parties wish to set out and regulate the terms of the engagement between them, all as described in this agreement below.
|
| 1. |
Recital
|
|
|
1.1 |
The recital to this agreement constitutes an integral part thereof.
|
|
|
1.2 |
The headings of the clauses to this agreement are for ease of reference only and shall not limit or affect the meaning or interpretation of the said clauses.
|
| 2. |
The applicability of other documents
|
| 3. |
The purpose of the engagement and the scope of services
|
|
|
3.1 |
The Management Company shall provide to the Company management services through Mr. Joseph Williger, who will serve as the Company's CEO in the Company (hereafter: (“the Services”)).
|
|
|
3.2 |
The Services shall be provided at the scope of a full-time position.
|
|
|
3.3 |
Notwithstanding the above, it is hereby clarified that the services and roles as part of which they will be rendered require the investment of strenuous work and long
hours, and accordingly the Management Company and Mr. Williger undertake to provide the services at the scope of hours that will be required, including during additional and/or exceptional hours and days and/or on the weekly day of rest
and/or during festivals, and they declare that there is no impediment to do so. The Management Company and Mr. Williger undertake to provide the services to the Company in accordance with the provisions of any law, as shall be in force over
the course of the term of the agreement, in accordance with the provisions of this agreement and according to the instructions of the Company’s Board of Directors.
|
|
|
3.4 |
The Management Company and Mr. Williger shall be subject to supervision and audit of the Company’s Internal Auditor. The Management Company and Mr. Williger undertake
to cooperate with the Internal Auditor and to comply with all of his requests.
|
| 4. |
Declarations and undertakings of the Management Company and Mr. Williger
|
|
|
4.1 |
The Management Company is a limited liability company fully-owned and fully controlled by Mr. Williger and it shall remain so throughout the term of the agreement.
|
|
|
4.2 |
That provisions of this agreement shall also apply personally, jointly and severally, to Mr. Williger and accordingly, the provisions of this agreement apply to him
as well.
|
|
|
4.3 |
That Mr. Williger has elected to provide the services to the Company through the Management Company, under his status as a self-employed person, and the meaning of
this choice by Mr. Williger is that the Management Company and Mr. Williger, jointly and severally, shall not be entitled, now or in the future, to any rights arising from employer-employee relationship and that Mr. Williger has elected,
without coercion or pressure, to provide the services to the Company through the Management Company and not as an employee of the Company, with all that this entails.
|
|
|
4.4 |
The Management Company is lawfully registered with all the relevant authorities as required by law, including with the Value Added Tax Authority, National Insurance
and the Income Tax Authority.
|
|
|
4.5 |
The Management Company and Mr. Williger shall provide the services solely through Mr. Williger and will not endorse and/or assign the services or any part thereof to
any other party. The Management Company and Mr. Williger undertake not to appoint or employ for the purpose of provision of the services any other person or legal entity except for Mr. Williger.
|
|
|
4.6 |
The Williger has the experience, knowledge and the professional capabilities to provide the services referred to in this agreement and to fulfil all his obligations
and the obligations of the Management Company pursuant to this agreement.
|
|
|
4.7 |
To dedicate their skills, time and energy to fulfil their obligations pursuant to this agreement and to comply with the provisions of this agreement skillfully,
dedicatedly, faithfully and in good faith, all in accordance with the directions of the Company’s Board of Directors as given from time to time, and subject to any procedure, standard or legal provision, to the satisfaction of the Company
and in order to promote the Company’s interests.
|
|
|
4.8 |
That Mr. Williger is in good health and is medically fit to fulfil all the obligations of the Management Company and Mr. Williger, in accordance with the provisions
of this agreement.
|
|
|
4.9 |
To act for the Company faithfully and diligently without preferring their interest over the interest of the Company. In providing the services, the Management Company
and Mr. Williger will avoid situations of conflict of interest with the Company.
|
|
|
4.10 |
To report to the Company immediately and without delay of any matter or issue in which they have a personal interest and/or any matter that might cause conflict of
interest with the provision of services to the Company, and in such a case, to act according to the instructions of the Company and its legal advisor.
|
|
|
4.11 |
That as of the date of this agreement there are no matters or issues that may cause conflict of interest under this agreement.
|
|
|
4.12 |
To act in good faith and reasonably, in a professional and skilled manner, as one may expect from senior office holders in the Company who hold managerial positions,
in order to achieve the objective of the engagement and for the benefit of the Company.
|
|
|
4.13 |
That they know the extent of their duties in connection with the provision of the services to the Company, including the loyalty and fiduciary duties and the duty to
act for the benefit of the Company, and that they are proficient with all the procedures, regulations and law provisions, which are relevant for the provision of the services.
|
|
|
4.14 |
That there is no legal and/or contractual and/or other prohibition, restriction or impediment on the performance of their obligations pursuant to this agreement and
their engagement in this agreement and the fulfilment of their obligations thereunder do not breach any other contract or obligation they have to any third party, including breach of confidentiality and non-competing obligations.
|
|
|
4.15 |
That during the period of provision of services to the Company they will not engage in any manner whatsoever (whether directly or indirectly), whether with or without
consideration, in any job or vocation which may constitute competition to the Company's business, whether as hired employees, self-employed persons, service providers who provide advisory services, or in any other way.
|
|
|
4.16 |
Not to receive any consideration and/or benefit in connection with the provision of the services from any entity and/or person with whom he will be in contact during
and/or as part of and/or as a result of the provision of the services, including suppliers, clients and other service providers of the Company.
|
|
|
4.17 |
That they will use the Company’s equipment and property, including the means made available to them for the purpose of providing the services, solely for the purpose
of providing the services, and they undertake not to make any other use of those equipment and property, except for reasonable private use by the manager.
|
|
|
4.18 |
That they are aware that the Company is a public company as defined in the Companies Law, 1999 (hereafter: “the Companies Law”) and therefore they are aware that they are subject to provisions and restrictions by virtue of the Securities Law, 1968 (hereafter: “the Securities Law”) and the Companies Law and the regulations promulgated thereunder, the guidelines of the Securities Authority and the Regulations of the Tel Aviv
Stock Exchange Ltd., and U.S. Securities and Exchange Commission, and its directives, as may be from time to time, including and without derogating from the generality of the above, as follows: (1) restrictions as to carrying out
transactions with the securities of the Company or the parent company, including sale and purchase transactions; (2) restrictions on use or transfer of inside information, including restrictions regarding carrying out of transactions in the
Company’s security or a different security for which the Company’s security is the underlying asset, in breach of the provisions of the Securities Law, where they should have known that they or the Company are in possession of inside
information; (3) provisions regarding the date of filing a report to the Company regarding the holding of securities of the Company and/or the parent company, or the carrying out of transactions with those securities and the details of such
transactions, and also provisions regarding the date of filing a report to the Company regarding the details of the contractor and changes therein, where the Company is required to disclose those details to the public.
|
|
|
4.19 |
That for the entire period of engagement under this agreement, the Management Company shall pay Mr. Williger his salary and other rights to which he is entitled,
including social benefits and tax payments (national insurance, income tax and medical insurance) at least at the rate prescribed by law and/or personal agreement and/or expansion order, as the case may be.
|
|
|
4.20 |
That the relationship between the Company and the Management Company will be a relationship between a client and independent contractor and there will be no
employer-employee relationship between the Management Company and the Company or between Mr. Williger and the Company, as described in detail in section 11 below.
|
| 5. |
Declarations and undertakings of the Company
|
| 6. |
Monthly consideration
|
|
|
6.1 |
The Management Company shall be entitled to a consideration of NIS 108,300 per month plus VAT (hereafter: “the Consideration”) in respect of the provision of the services to the Company and the fulfilment of all Management Company’s obligations pursuant to this agreement.
|
|
|
6.2 |
The Consideration shall be paid until the 10th of every month, in respect of the services provided in the previous month and against a tax invoice issued
as required by law.
|
|
|
6.3 |
In addition to the Consideration, the Management Company shall be entitled to payment of annual bonus as describe on item 8 of this agreement.
|
|
|
6.4 |
The Management Company and Mr. Williger alone shall bear any tax and/or any other payment of any type, if any, that will be levied on the monthly Consideration and/or
the expenses, as described below.
|
|
|
6.5 |
The Management Company and Mr. Williger will not be entitled to receive any other payment and/or amount and/or consideration from the Company in respect of the
provision of the services in addition to the Consideration, the expenses and the annual bonus as described in this agreement.
|
|
|
6.6 |
Mr. Williger will be included in the office holders’ insurance of the Company and its subsidiaries, as applicable to all other office holders and directors of the
Company. Mr. Williger will also be entitled to exemption and indemnification pursuant to the letter of exemption and indemnification that was approved by the general meeting of the Company’s shareholders on 20.7.05 in respect of all other
office holders and directors of the Company.
|
| 7. |
Expenses
|
|
|
7.1 |
The Company shall make available to the Management Company a car to be used by Mr. Williger, at a value that will not exceed NIS 400 thousand and shall bear all
expenses relating to the use of this car (excluding fines) and including the applicable tax expenses. If Mr. Williger asks for a car, the value of which is more than NIS 400 thousand, the Management Company shall pay the cost of the car in
excess of NIS 400 thousand.
Insofar as the car is sold in the future, the Management Company shall receive a share of the consideration received in respect of the sale, in proportion to its
participation in the cost of the car, if any.
|
|
|
7.2 |
Furthermore, the Management Company shall be entitled to reimbursement of reasonable expenses that it expensed in Israel or abroad in connection with the provision of
the services to the Company (telephone expenses, subsistence and staying expenses, as applicable), as is the normal practice in the Company and in accordance with the Company’s compensation policy, as shall be from time to time.
|
| 8. |
Annual bonus
|
|
|
8.1 |
Payment of the Measurable Bonus will be subject to an average minimum operating profit of the Company before bonuses during the last three (3) years (i.e., the year
in which the bonus is granted and the previous two (2) years) (the “Bonuses” and "Average Operating Profit Before Bonuses", respectively) of at least NIS 40 million (the “Minimum
Average Operating Profit before Bonuses”).
|
|
|
8.2 |
Subject to the Company's achieving or exceeding the Minimum Average Operating Profit before Bonuses, the Chairman shall be entitled to receive a bonus as follows: (i)
a Bonus of 2.5% of the Average profit before tax Before Bonuses for the amount exceeding NIS 10 million and up to and including NIS 15 million; (ii) a Bonus of 3% of the Average profit before tax Before Bonuses for the amount exceeding NIS
15 million and up to and including NIS 25 million; (iii) a Bonus of 4.15% of Average profit before tax Before Bonuses for the amount exceeding NIS 25 million and up to and including NIS 40 million; (iv) a Bonus of 5% of the Average profit
before tax Before Bonuses for the amount exceeding NIS 40 million and up to and including NIS 55 million; and (v) a Bonus of 5.5% of the Average profit before tax Before Bonuses for any amount exceeding NIS 55 million..
|
|
|
8.3 |
The maximum annual Bonus to be paid to the CEO will not exceed an amount of NIS 2.4 million.
|
|
|
8.4 |
In the event that the services are diminished and/or reduced and/or terminated under the circumstance set out in section 10.2 below before the end of a calendar year,
the annual bonus shall be paid in respect of the period during which the services were actually provided over the course of that calendar year.
|
|
|
8.5 |
In the event that the services are diminished and/or reduced and/or terminated under the circumstance set out in section 10.7 below, the Company may revoke the
payment of the annual bonus, in whole or in part.
|
| 9. |
Compensation and insurance
|
|
10.
|
Term and termination of the agreement
|
|
|
10.1 |
This agreement is effective as from 01.01.2025 until it is terminated pursuant to the provisions of the agreement or the law.
|
|
|
10.2 |
Each of the parties shall be entitled to terminate the engagement between the parties at any given time without giving any reason, by giving a 90-day written advance
notice (hereafter – “the Advance Notice Period”).
|
|
|
10.3 |
As from the second year of the engagement between the parties pursuant to this agreement, the Advance Notice Period that the Company will be subject to will be 120
days.
|
|
|
10.4 |
During the Advance Notice Period, the Management Company shall continue to provide the services to the Company in order to ensure the continued normal activities of
the Company.
|
|
|
10.5 |
The Company may, at its own discretion, waive the provision of the services during some or all of the Advance Notice Period, and in such a case the Company shall pay
to the Management Company the Consideration and all other rights specified in this agreement, in respect of the period for which it waived the provision of services.
|
|
|
10.6 |
If the Management Company fails to meet its obligation to give advance notice to the Company as provided above, the Management Company shall pay the Company an agreed
compensation at an amount equal to the consideration that it would have received in respect of the Advance Notice Period which it failed to announce. The Company may deduct and/or offset the amount of the said agreed compensation from any
payment it will be required to pay the Management Company.
|
|
|
10.7 |
Upon the fulfilment of at least one of the conditions set out below, the Company will be entitled to terminate this agreement with immediate effect, without being
required to give advance notice or pay for an advance notice period, without detracting from any remedy to which the Company will be entitled pursuant to any law and/or agreement:
|
|
|
10.7.1 |
The Management Company and/or Mr. Williger were convicted of a criminal offense and/or a flagrant offense;
|
|
|
10.7.2 |
The Management Company and/or Mr. Williger have fundamentally breached a fundamental obligation pursuant to this agreement and did not rectify the said breach within
30 days from the day on which they received written notice to that effect from the Company.
|
|
|
10.7.3 |
Mr. Williger was declared bankrupt;
|
|
|
10.7.4 |
If a resolution is taken against the Management Company in an application for liquidation and/or appointment of a preliminary temporary liquidator, receiver, special
manager, or an application for suspension of proceedings, or receiving order, or the commencement of rehabilitation procedures.
|
|
|
10.7.5 |
In the event that the Management will be prevented from providing the services due to the Mr. Williger's permanent incapacity and/or permanent loss of work capacity.
|
|
|
10.7.6 |
Under circumstances in which, had Mr. Williger been an employee of the Company, it would have had the right to terminate his employment while revoking some or all of
his severance pay.
|
|
|
10.8 |
No later than 5 business days after the date of the termination of the provision of the services for any reason whatsoever, the Management Company will deliver to the
Company all the documents, information, other confidential materials, professional and/or business material and/or photocopies and/or any other copies thereof, as well as any other materials, that the Company or Mr. Williger received or
prepared in connection with the provision of the services until they were discontinued; the Management Company and Mr. Williger shall not retain any such information and/or materials or any copies of photocopies thereof.
|
|
|
10.9 |
In the event that the engagement with the Management Company is terminated for any reason whatsoever, the Company shall pay to the Management Company all the amounts
it was entitled to receive under this agreement through the date of termination of the agreement; the Management Company will not be entitled to any further payments and/or compensation in respect of the termination of the engagement.
|
| 11. |
The nature of the relationship between the parties
|
|
|
11.1 |
The Company, the Management Company and Mr. Williger, declare and approve, jointly and severally, that the services pursuant to this agreement shall be provided to
the Company under Mr. Williger’s status as a self-employed person and that there is no employer-employee relationship between the Company and/or anyone acting on its behalf and Mr. Williger, nor will there be such a relationship in the
future. The Company and/or anyone acting on its behalf are not liable towards Mr. Williger in connection with any duty, responsibility or liability, which an employer has towards its employees, including in relation to severance pay and/or
any payment and/or right that an employee is entitled to under any law and/or practice.
|
|
|
11.2 |
The Consideration and all other amounts payable in respect of the provision of the services specified in this agreement were determined, among other things, based on
the assumption that the Management Company and Mr. Williger and/or any of them are not employees of the Company. Therefore, it is expressly agreed that the Management Company and/or Mr. Williger shall indemnify the Company immediately upon
first demand, for any lawsuit, if any, filed by Mr. Williger and/or any of them and/or anyone acting on their behalf against the Company in connection with employer-employee relationship; indemnity will include the full amount specified in
the lawsuit with the addition of interest, linkage differences and any expense incurred by the Company in respect thereof; Mr. Williger shall be precluded from raising any claims against the Company with regard to any demand that the
Company makes against him in connection with such a lawsuit.
|
|
|
11.3 |
Without derogating from the aforesaid, if a competent authority, including a court (and an arbitrator or a mediator) decides that despite of the agreement between the
parties there were employer-employee relationships between Mr. Williger and the Company and/or a Company under its control and/or a related company thereof, then the Consideration in respect of the provision of the services shall amount to
NIS 72.2 thousand; this provision will apply with retroactive effect as from August 13th 2017, without the Management Company and/or Mr. Williger raising any claims in connection with the aforesaid. In such a case, the parties
will settle accounts as required from the determination of the nature of the relationship between them; and accordingly, all amounts that were paid in excess of the amount specified above in gross terms shall be considered as contribution
towards social benefits, other benefits and rights pertaining to employer-employee relationship.
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| 12. |
Confidentiality and non-competition
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12.1 |
The Management and Mr. Williger declare, warrant and approve, jointly and severally, that they are aware that all the information that they will receive due to and/or
in the process of the provision of the services, including information prepared by them and which pertains to the Company and/or its businesses and/or its clients and/or its matters and/or its activity and/or transactions, including
potential transactions, the Company’s clients, work procedures, clients list, supplier list and information relating thereto, Company’s shareholders and/or its employees, work methods, methodology, work relations ,etc. (hereafter –“the Information”), is confidential and shall remain the exclusive property of the Company and can only be used and brought to the attention
of the Management Company and Mr. Williger in connection with the provision of the services pursuant to this agreement.
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|
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12.1 |
The Management Company and Mr. Williger undertake, jointly and severally, to use the Information only for the purpose of providing the services to the Company and to
maintain full and complete confidentiality regarding the Information, not disclose the Information to any third party and/or to publish it, whether directly or through others, and not to use it for any purpose other than the provision of
the services to the Company.
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12.3 |
The Management Company and Mr. Williger undertake, jointly and severally, that they will not remove from the Company’s offices any equipment, parts of equipment,
documents, copies of documents, videos, photographic films, recording tapes, software, programs, plans, drawings, working papers that belong to the Company, it clients and/or to other persons, bodies and/or entities related to the Company
in any way and/or to copy and/or to otherwise duplicate, including by way of magnetic duplication, such documents or information, unless they do so for the purpose of providing the services to the Company and/or in accordance with its
instructions.
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|
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12.4 |
Without detracting from the above, the Management Company and Mr. Williger undertake, jointly and severally, that during the term of the agreement they will not
address and/or contact and/or engage and/or provide services, whether directly or indirectly, to Company’s present and former clients and/or suppliers and/or its employees and/or anyone to whom the Company rendered services and will not
accept any approaches or proposals they receive therefrom.
The provisions of this section shall also apply to business opportunities and/or business activities in the field of the Company’s activities and accordingly, the
Management Company and Mr. Williger, jointly and severally, will refrain from communicating information regarding such opportunities or activities to any third party and will refrain from using those opportunities or activities for their
own benefit.
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12.5 |
The Management Company and Mr. Williger’s obligations regarding confidentiality and non-competition as set out above, shall apply both in relation to the Company and
in relation to its related companies, as described above.
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| 13. |
Applicable law
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| 14. |
Sundry
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14.1 |
The parties undertake to act mutually and in good faith to achieve the correct, just and efficient execution of this agreement, and for that purpose the parties
undertake to sign any document and to present themselves before any authority, as required.
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14.2 |
Any modification, amendment and/or addition to the agreement shall only become effective and considered as executed if they are agreed to in writing and signed by
both parties.
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14.3 |
No conduct by either party shall be deemed to be a waiver of any of its rights under this agreement and/or under any law, or as waiver or acceptance of any breach or
non-fulfillment of the terms of the agreement by the other party or as extension, deferral, modification, revocation or addition of any condition, unless agreed to expressly and in writing.
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|
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14.4 |
For purposes of this agreement, the addresses of the parties shall be the addresses set by the parties in the recital to this agreement.
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14.5 |
This Agreement constitutes the entire agreement and understanding between the parties to this agreement regarding the subjects discussed therein and it supersedes any
representation, agreement, negotiation, practice, letter of understanding, memorandum of principle, proposal, plan, summary of discussion, letter of intent and an undertaking, whether written or oral, that had existed or exchanged between
the parties regarding the said subjects prior to signing this agreement.
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|
By: /s/ Zwi Williger
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||
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By: /s/ Yitschak Barabi
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By: /s/ Joseph Williger
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|
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The Company
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The Management Company
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|
|
Approval by Mr. Williger
I, the undersigned, Joseph Williger, i.d. no. 54248307, hereby undertake to comply with all the provisions of this agreement and
particularly with all the provisions of a personal nature, including, but not only, the provisions of sections 3, 4, 11 and 12 and their subsections.
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||
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By: /s/ Joseph Williger
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||
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Mr. Joseph Williger
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||
| I. |
SUMMARY OF THE COMPANY POLICY CONCERNING TRADING POLICIES
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| II. |
THE USE OF INSIDE INFORMATION IN CONNECTION WITH TRADING IN SECURITIES
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A. |
General Rule.
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─ |
Significant changes in key performance indicators of the Company,
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─ |
Actual, anticipated or targeted earnings and dividends and other financial information,
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─ |
New financial, sales and other significant internal business forecasts, or a change in previously released estimates,
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─ |
Mergers, business acquisitions or dispositions, or the expansion or curtailment of operations (e.g., entering a new line of business or exiting an existing one),
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─ |
Significant cybersecurity or other data protection events affecting the Company’s operations, including any breach of information systems that compromises the functioning of the Company’s information or other systems or results in the
exposure or loss of customer information, in particular personal information,
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─ |
Significant new customer contracts or amendments to or terminations of significant existing customer contracts,
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─ |
The grant or denial of a significant pending patent application or submission of a new, significant patent application,
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─ |
The development and commercialization of a significant new product,
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─ |
New equity or debt offerings or significant borrowing,
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─ |
Changes in debt ratings, or analyst upgrades or downgrades of the issuer or one of its securities,
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─ |
Significant changes in accounting treatment, write-offs or effective tax rate,
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─ |
Significant litigation or governmental investigation or the resolution thereof,
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─ |
Liquidity problems or impending bankruptcy,
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─ |
Changes in auditors or receipt of an auditor notification that the Company may not longer rely on an audit report,
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─ |
Changes in control of the Company or changes in the composition of the Board or top management,
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─ |
Stock splits or other significant corporate actions, and
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|
─ |
Other significant events affecting the Company’s operations.
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|
B. |
Who Does the Policy Apply To?1
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C. |
Other Companies’ Stock.
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D. |
Hedging and Derivatives.
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E. |
General Guidelines.
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|
|
◾ all trades are subject to prior review by the Company’s Chief Executive Officer;
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|
|
◾ clearance for all trades must be obtained from the Company’s Chief Executive Officer; and
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|
|
◾ individuals in the Pre-Clearance Group are also subject to the general restrictions on all employees.
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|
|
F. |
Applicability of U.S. Securities Laws to International Transactions.
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| III. |
OTHER LIMITATIONS ON SECURITIES TRANSACTIONS
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|
|
A. |
Public Resales – Rule 144.
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|
B. |
Private Resales.
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|
|
C. |
Restrictions on Purchases of Company Securities.
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|
|
D. |
Filing Requirements.
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| 1. |
I have reviewed this annual report on Form 20-F of G. Willi-Food International Ltd.;
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| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and
for, the periods presented in this report;
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| 4. |
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and we have:
|
| a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c. |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
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| d. |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
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| 5. |
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or
persons performing the equivalent functions):
|
| a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report
financial information; and
|
| b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
|
|
By: /s/ Joseph Williger
Name: Joseph Williger
Title: Chief Executive Officer
|
| 1. |
I have reviewed this annual report on Form 20-F of G. Willi-Food International Ltd.;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and
for, the periods presented in this report;
|
| 4. |
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and we have:
|
| a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c. |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
| d. |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
|
| 5. |
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or
persons performing the equivalent functions):
|
| a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report
financial information; and
|
| b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
|
|
By: /s/ Yitschak Barabi
Name: Yitschak Barabi
Title: Chief Financial Officer
|
|
|
By: /s/ Joseph Williger
Name: Joseph Williger
Title: Acting Chief Executive Officer
|
|
|
By: /s/ Yitschak Barabi
Name: Yitschak Barabi
Title: Chief Financial Officer
|
