Date: April 28, 2020
|
G. Willi-Food International Ltd.
By: /s/ Yitschak Barabi
Name: Yitschak Barabi
Title: Chief Financial Officer
|
1.
|
Approval of a revised Compensation Policy for a period of three years, commencing on January 1, 2020;
|
2.
|
Subject to the approval of the revised Compensation Policy, approval of an amendment to the terms of office of Messrs. Zwi Williger and Joseph
Williger, the Company’s joint Chairmen of the Board and controlling shareholders, commencing from January 1, 2020;
|
3.
|
Approval of the terms of office of the Company’s new Chief Executive Officer, Ms. Einat Peled Shapira;
|
4.
|
Approval of an extension for a three-year period of the Services Agreement between the Company and Willi-Food Investments Ltd., the Company’s controlling shareholder, commencing on the date
of approval by the shareholders;
|
5.
|
Re-election of Messrs. Zwi Williger, Joseph Williger, Victor Bar as directors of the Company, each to hold office subject to the Company’s Articles of Association and the Israeli Companies
Law, 5759-1999 (the "Companies Law"); and
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6.
|
Appointment of BDO Ziv Haft as the Company's independent accounting firm for the year ending on
December 31, 2020 and for the period until the next Annual General Meeting of the Company's shareholders.
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Name and Address
|
Number of
Ordinary Shares Beneficially Owned |
Percentage of Ordinary Shares
|
|
Willi Food Investments(1)
|
8,200,542
|
62.05%
|
|
B.S.D. Crown Ltd.(2)
|
8,971,617
|
67.88%
|
|
Joseph and Zwi Williger(3)
|
9,711,598
|
73.48%
|
|
Brian Gaines(4)
|
1,120,072
|
8.5%
|
|
Renaissance Technologies Holding Corporation(5)
|
665,812
|
5.04%
|
|
All the Company directors and officers(6)
|
9,711,598
|
73.48%
|
|
(1)
|
Willi Food Investments’ securities are traded on the Tel Aviv Stock Exchange. The principal executive offices of Willi Food Investments are
located at 4 Nahal Harif St., Northern Industrial Zone, Yavne 8122216, Israel.
|
||
(2)
|
Includes (i) 8,200,542 Ordinary Shares held by Willi-Food Investments and (ii) 771,075 Ordinary Shares held by B.S.D. Crown Ltd., Willi Food
Investments’ controlling shareholder ("BSD"); BSD may be deemed to beneficially own all the Ordinary Shares owned by Willi-Food Investments.
|
||
(3)
|
Willi Food Investments is controlled by BSD, which
directly owns 771,075 Ordinary Shares. Joseph Williger owns through YMDHI (a company wholly owned by him) 7.07% of BSD's outstanding shares (excluding dormant shares), owns through YWMI (a company wholly owned by him) additional 29.12% of
BSD's outstanding shares (excluding dormant shares) and owns directly 4.99% of BSD's outstanding shares (excluding dormant shares) and collectively 41.18% of BSD's outstanding shares (excluding dormant shares); Mr. Joseph Williger holds the
right to vote with those shares. Zwi Williger owns through Zwi V & Co. Ltd. (a company wholly owned by him) 34.78% of BSD's outstanding shares (excluding dormant shares) and owns directly 6.38% of BSD's outstanding shares (excluding
dormant shares) and collectively 41.16% of BSD's outstanding shares (excluding dormant shares); Mr. Zwi Williger holds the right to vote with those shares, which, if combined with Joseph Williger holdings' constitute holdings of 82.34% of
BSD. In addition, Joseph Williger owns directly 12,000 Ordinary Shares and Zwi Williger owns directly 727,981 Ordinary Shares; accordingly, Joseph Williger and Zwi Williger may each be deemed to beneficially own 9,711,598 Ordinary Shares
(comprised of 8,200,542 Ordinary Shares held directly by Willi Food Investments, 771,075 Ordinary Shares held directly by BSD, 12,000 shares held directly by Joseph Williger and 727,981 shares held by Zwi Williger), or approximately 73.48%
of the outstanding Ordinary Shares. According to the Schedule 13D filed on January 22, 2020, Joseph Williger and Zwi Williger may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934,
however, they have not acted in concert in connection with the transactions described in the Schedule 13D and have not been, nor are they currently, parties to any voting or other arrangement with respect to their holdings in BSD, and they
disclaim the existence of any such group.
|
||
(4)
|
Based on the Schedule 13G filed on February 13, 2020, this amount consists of 951,522 Ordinary Shares (representing 7.2% of the Company’s total
shares outstanding) directly held by Springhouse Capital (Master), L.P. (the "Fund"), 128,959 Ordinary Shares owned by Mr. Gaines for his own account and additional 39,951 Ordinary Shares held by
immediate family members in accounts Mr. Gaines controls and which Mr. Gaines may be deemed to beneficially own (in total representing 1.28% of the Company’s total shares outstanding). Based on said Schedule 13G, 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.
|
||
(5)
|
Based on a Schedule 13G filed February 12, 2020, these shares are beneficially owned by Renaissance Technologies LLC, an investment advisor,
which is majority-owned by Renaissance Technologies Holding Corporation.
|
||
(6)
|
Based on information provided to the Company, all of the Company's directors and officers as a group hold 9,711,598 Ordinary Shares representing
73.48% of the Company’s total shares outstanding.
|
Maximum Annual Measurable Bonus:
|
Dated: April 28, 2020
|
By Order of the Board
Joseph Williger, co-Chairman of the Board of Directors
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Compensation Policy
|
1.
|
Introduction
|
A-2
|
2.
|
The Objectives of the Compensation Policy
|
A-2
|
3.
|
Parameters for Examining the Compensation Policy
|
A-3
|
4.
|
Fixed Components
|
A-3
|
5.
|
Benefits
|
A-4
|
6.
|
Cash Incentives ("Bonus")
|
A-4
|
7.
|
Claw-back
|
A-6
|
8.
|
Equity Based Components
|
A-6
|
9.
|
Advance Notice and Retirement Terms
|
A-7
|
10.
|
Ratios
|
A-8
|
11.
|
Directors' Remuneration
|
A-9
|
12.
|
Insurance, Exemption and Indemnification of Officers
|
A-9
|
13.
|
Miscellaneous
|
A-9
|
1.
|
Introduction
|
1.1
|
The objective of this document is to define and describe the Compensation Policy for the Company's officers, including members of the Board of
Directors (the "Board"), as required pursuant to the Israeli Companies Law, 5759-1999 (the "Companies Law").
|
1.2
|
It is emphasized that this Compensation Policy does not grant rights to the Company's officers, and the adoption of this Compensation Policy in itself does not grant the right to any
officer of the Company to receive any of the compensation components described in the Compensation Policy and does not amend existing agreements. The compensation components that each officer will be entitled to receive will be only those
that are specifically approved for the officer by the Company's authorized organs, subject to the provisions of any applicable law.
|
1.3
|
If an officer should receive compensation that is less than the compensation provided in this Compensation Policy, it will not be considered a deviation or exception from this Compensation
Policy, and such officer's terms of compensation will not require the approval of the Company's shareholders.
|
1.4
|
The Company may elect to appoint an additional Chairman in addition to the position of the current Chairman. In such event, unless specified otherwise in this Compensation Policy, the
maximum monthly Base Salary and the maximum Bonus for each of the co-Chairmen, will not exceed the maximum amounts indicated in this Compensation Policy for the position of Chairman of the Board. In case of a co-Chairman with a less than
100% full time position, the applicable maximum monthly Base Salary and the maximum Bonus, will be calculated on a proportionate basis.
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1.5
|
In the event the controlling shareholder will be appointed to the position of co-Chairman or officer of the Company, his compensation will be subject to specific approval by the Company's
shareholders in accordance with Israeli law.
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1.6
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The convenience translation of New Israeli Shekels (NIS) into U.S. Dollars was made based on the exchange rate of April 24, 2020, at which USD 1.00 equaled NIS 3.524. The USD denominated
data is provided solely for convenience purposes, whereby only the NIS denominated figures are binding.
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2.
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The Objectives of the Compensation Policy
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2.1
|
Creating a reasonable and appropriate set of incentives for the Company's officers while taking into consideration, inter alia, the Company's characteristics, business activity, risk
management policy and work relations.
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2.2
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Providing the tools necessary for recruiting, motivating and retaining talented and skilled officers in the Company, who, in turn, will be able to contribute to the Company and maximize its
profits in the long term.
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2.3
|
Emphasizing performance based compensation, and tying the officers to the Company and its performance, by matching the officers' compensation to their contribution to achieving the
Company's goals and maximizing its profits, from a long-term point of view and according to their position.
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2.4
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Creating a proper balance between the various compensation components (such as fixed versus variable components and short-term versus long-term).
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2.5
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Creating a more suitable balance between the different positions in the current management mechanism.
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2.6
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The combination of the various compensation components described in this document is intended to create a balance and appropriate ratio, according to Israeli standards, between the fixed
compensation and the variable compensation so as to create a performance based compensation system that promotes the Company's goals and corresponds with its risk management policy.
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3.
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Parameters for Examining the Compensation Policy
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3.1
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The officer's education, skills, expertise, professional experience and achievements.
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3.2
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The officer's position and level of responsibility and previous employment agreements that were signed between the Company and the officer.
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3.3
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The officer's contribution to the Company's performance, profits and stability.
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3.4
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The level of responsibility borne by the officer due to his or her position in the Company.
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3.5
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The need of the Company to retain the officer in view of the officer's special skills, knowledge and expertise.
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3.6
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The existing compensation terms of other Company officers.
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3.7
|
Either of the compensation committee and the Board may (without the obligation to do so) examine, for indication purposes, the compensation terms which are accepted in the market and
relevant industry for officers in similar positions and in similar companies.
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4.
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Fixed Components
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4.1
|
The gross salary (or management fees, if applicable) (excluding all benefits detailed in Article 5 below) (the "Base Salary") is intended to compensate the officer for the time and
resources he or she invests in performing his or her position in the Company and for performing the ongoing duties required by his or her position.
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4.2
|
A Base Salary may be linked to the Israeli Consumer Price index or any other applicable index or linkage mechanism.
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4.3
|
In case of an officer with a less than 100% full time position, the applicable cap of the Base Salary will be calculated on a proportionate basis.
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4.4
|
The monthly Base Salary of the Company's officers (excluding any linkage mechanism) will be subject to the following caps:
|
Position
|
Maximum Monthly Base Salary
|
Chairman of the Board
|
NIS 140 thousand (USD 39.7 thousand)
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CEO
|
NIS 140 thousand (USD 39.7 thousand)
|
Other officers who are not directors
|
NIS 85 thousand (USD 24.1 thousand)
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5.
|
Benefits
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5.1
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The Company's officers will be entitled to mandatory social benefits as provided under law.
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5.2
|
In addition, each officer's compensation package may include additional benefits, such as transportation or a Company car (including grossing up the related tax), customary pension plan,
customary executive insurance, health insurance, life insurance, communication & media, Israeli education fund, etc.
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5.3
|
The officers (including contract workers) may be entitled to benefits and discounts, including employee benefit cards and other promotions and discounts regarding Company's products.
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5.4
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In addition to the related benefits, the officers may be entitled to a reimbursement of reasonable expenses they incur while performing their duties (such as a mobile phone, food and
lodging).
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6.
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Cash Incentives ("Bonus")
|
6.1
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The Company is permitted to grant a Bonus to the officers as part of their compensation package determined according to measureable quantitative criteria (the "Measureable Bonus")
and qualitative criteria (the "Discretionary Bonus").
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6.2
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Measurable Bonus:
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6.2.1
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Measurable Bonus Cap:
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Position
|
Maximum Annual Measureable Bonus
(in respective Base Salaries)
|
Chairman of the Board
|
NIS 2.5 million (USD 709.4 thousand)
|
CEO
|
NIS 2.5 million (USD 709.4 thousand)
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Other officers
|
NIS 400,000 (USD 113.5 thousand)
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6.2.2
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Precondition for Payment of Measurable Bonus
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6.2.3
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The Bonus Mechanism
|
•
|
for the initial NIS 10 million of actual operating profit before Bonuses, a Bonus of up to 2%.
|
•
|
a Bonus of up to 3% of actual operating profit before Bonuses of between NIS 10 million and NIS 15 million.
|
•
|
a Bonus of up to 4% of actual operating profit before Bonuses of between NIS 15 million and NIS 20 million.
|
•
|
a Bonus of up to 5% of actual operating profit before Bonuses exceeding NIS 20 million.
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6.2.4
|
At the first quarter of each year, the compensation committee and the Board may elect to amend the Minimum Profit Target.
|
6.2.5
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Individual Measureable Targets
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6.3
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Discretionary Bonus
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6.3.1
|
Each of the Company's officers (excluding the Chairman of the board) will be entitled to an annual Bonus to be determined by the compensation committee, while taking into consideration the
officer's performance in that year.
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6.3.2
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Discretionary Bonus Cap
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Position
|
Maximum Annual Discretionary Bonus
(in respective Base Salaries)
|
CEO
|
three (3) Base Salaries
|
Other officers
|
Three (3) Base Salaries
|
6.3.3
|
Discretionary Bonus to the CEO and other officers will be approved by the compensation committee.
|
6.4
|
Partial Entitlement for Bonus
|
7.
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Claw-back
|
7.1
|
An officer will be required to return to the Company any surplus amounts that he or she was paid on the basis of information that was found to be
incorrect and was restated in the Company's financial statements over a three year period following the date of approving the Bonus. It is clarified that any restatement due to a change in accounting policy or first time adoption of an
accounting policy will not result in the Company demanding from any officer to return amounts previously paid. The above does not derogate from any mandatory claw-back requirements pursuant to any applicable law and regulations.
|
7.2
|
The compensation committee and Board are authorized, subject to any applicable law and regulations, not to seek recovery to the extent that (i) to
do so would be unreasonable or impracticable; or (ii) there is low likelihood of success under governing law versus the cost and effort involved.
|
8.
|
Equity Based Components
|
8.1
|
The Company reserves the right to grant its officers, from time to time, equity based compensation, which may include any type of equity, including
without limitation, any type of shares, options, restricted share units and restricted shares, share appreciation rights or other shares based awards (the "Equity Based Components"), under any existing or future equity plan (as may be adopted by the Company), and subject to any applicable law.
|
8.2
|
Equity Based Components may consist of a combination of any type of equity.
|
8.3
|
All Equity Based Components will be subject to a gradual vesting period, which will not be shorter than three (3) years from the grant date. The
Board may determine a mechanism of acceleration of vesting in the event of a change in control of the Company followed by a resignation or termination of employment of the officer or the director in the 12 months after the change in
control (except in the case of Termination for Cause).
|
8.4
|
At the discretion of our Board, any Equity Based Component may also be subject to performance criteria.
|
8.5
|
When stock options are granted, the exercise price of the option will not be less than the average closing price of the Company's shares during the
30 trading days immediately preceding the date of the Board's first approval of the relevant grant.
|
8.6
|
The maximum amount of all Equity Based Components granted during the term of this Compensation Policy (and taking into consideration any cashless
exercise mechanism, if applicable) will not exceed ten percent (10%) of the Company's issued and outstanding share capital.
|
8.7
|
Equity Based Components will expire, if not previously exercised, after period not to exceed ten (10) years after their grant date.
|
8.8
|
On the date of grant, the book value of the total annual Equity Based Components, valued using the same methodology utilized in the Company's
financial statements, will not exceed the following caps:
|
Position
|
Maximum Annual Value
|
Chairman or co-Chairman of the Board
|
NIS 840,000
|
CEO
|
NIS 840,000
|
Other officers who are not directors
|
NIS 204,000
|
9.
|
Advance Notice and Retirement Terms
|
9.1
|
Advance Notice
|
9.1.1
|
The advance notice period will not exceed the following caps:
|
Position
|
Maximum Advance Notice Terms following a resignation of the officer
|
Maximum Advance Notice Terms following the dismissal of an officer
|
Chairman of the Board
|
three (3) months
|
four (4) months *
|
CEO
|
three (3) months
|
|
Other officers who are not directors
|
three (3) months
|
9.1.2
|
The Company may require an officer to continue providing services to the Company during the advance notice period. Notwithstanding the foregoing, the Company may redeem and pay in advance
such advance notice period, in which case the officer will only be entitled to Base Salary and applicable benefits (as detailed in Article 5 above) with respect to such redeemed advance notice period (but for the avoidance of doubt, no
Bonus with respect to such period).
|
9.2
|
Retirement Grants
|
Position
|
Maximum Retirement Grants Terms following a resignation of the officer
|
Maximum Retirement Grants Terms following the dismissal of the officer
|
Chairman of the Board
|
four (4) months
|
six (6) months
|
CEO
|
three (3) months
|
three (3) months
|
Other officers who are not directors
|
two (2) months
|
two (2) months
|
10.
|
Ratios
|
10.1
|
Ratio between the Officers' Compensation and Compensation of other Company Employees
|
Position
|
According to the average employment cost of the Company's other employees (*)
|
According to the median employment cost of the Company's other employees (*)
|
Chairman of the Board
|
24
|
27
|
CEO
|
26
|
31
|
Other officers
|
14
|
16
|
10.2
|
Ratio between the Fixed Compensation Components and the Variable Components
|
Position
|
Desirable Ratio
|
Chairman of the Board
|
125%
|
CEO
|
125%
|
Other officers
|
50%
|
11.
|
Directors' Remuneration
|
12.
|
Insurance, Exemption and Indemnification of Officers
|
12.1
|
Insurance of directors and officers
|
12.1.1
|
The directors and officers will be covered by a directors' and officers' liability insurance policy, which may include including "Run Off" and "Claims Made" coverage.
|
12.1.2
|
The amount of the maximum insurance coverage purchased during the first year under this Compensation Policy will not exceed USD 15 million, and the annual insurance fee will not exceed
USD 100 thousand.
|
12.1.3
|
After the first year under this Compensation Policy, the Company may renew or purchase additional insurance, with an insurance coverage and insurance fee not to exceed by more than fifty
percent (50%) the coverage and fees under the previous year's insurance.
|
12.1.4
|
The directors' and officers' liability insurance will also cover the Company's CEO and officers (including directors) who are the controlling shareholder, provided that their insurance
terms are identical to those of the other officers, will be in market condition and will not materially affect the Company's profitability, assets or liabilities.
|
12.2
|
Exemption and Indemnification
|
12.2.1
|
The Company may provide exemption letters and indemnification letters to its officers, in a form to be approved from time to time by the authorized organs of the Company.
|
12.2.2
|
The overall amount of the indemnification to all of the officers will not exceed a percentage of the Company's equity as specified in the Company's articles (25% on the date of approval
of this Compensation Policy) according to the most recent financial statements issued before the actual date of paying the indemnification.
|
13.
|
Miscellaneous
|
13.1
|
The Company's Board, after receiving the recommendations of the compensation committee, may reduce any variable component at its
discretion, as well as a cap on the exercise value of Equity Based Components not payable in cash.
|
13.2
|
The Board may elect to make adjustments to any approved Profit Target following major acquisitions, divesture, organizational changes or material
change in the business environment.
|
13.3
|
The Company's compensation committee shall be entitled to approve non-material changes in the terms of office and employment of the CEO his
subordinate officers, without seeking the approval of the Board, as long as the change does not lead to an increase above the salary cap set in this Compensation Policy (even if that change, in itself, is non-material).
|
(a)
|
up to 15% accumulative increase of the monthly base salary for a period of three (3) years, provided that the employment terms are in accordance with the terms of the Compensation Policy;
|
(b)
|
Discretionary Bonus up to three (3) applicable Base Salaries.
|
(1)
|
offenses under Sections 290-297 (bribery), 392 (theft by an officer), 415 (obtaining a benefit by fraud), 418-420 (forgery), 422-428 (fraudulent solicitation, false registration in the records of a legal entity, manager and
employee offences in respect of a legal entity, concealment of information and misleading publication by a senior officer of a legal entity, fraud and breach of trust in a legal entity, fraudulent concealment, blackmail using force,
blackmail using threats) of the Israel Penal Law 5737-1997; and offences under sections 52C, 52D (use of inside information), 53(a) (offering shares to the public other than by way of a prospectus, publication of a misleading detail
in the prospectus or in the legal opinion attached thereto, failure to comply with the duty to submit immediate and period reports) and 54 (fraud in securities) of the Israel Securities Law;
|
(2)
|
conviction by a court outside of the State of Israel of an offense of bribery, fraud, offenses of directors/managers in a corporate body or exploiting inside information.
|
1. |
To approve a revised Compensation Policy of the Company for a period of three years commencing on January 1, 2020.
|
FOR ☐
|
AGAINST ☐
|
ABSTAIN ☐
|
YES ☐
|
NO ☐
|
|
|
2. |
Subject to the approval of the revised Compensation Policy, to approve an amendment to the terms of office of Messrs. Zwi Williger and Joseph Williger, the Company’s co-Chairmen of the Board, commencing from January 1, 2020.
|
FOR ☐
|
AGAINST ☐
|
ABSTAIN ☐
|
YES ☐
|
NO ☐
|
|
|
3. |
To approve the terms of office of the Company’s new Chief Executive Officer, Ms. Einat Peled Shapira.
|
FOR ☐
|
AGAINST ☐
|
ABSTAIN ☐
|
YES ☐
|
NO ☐
|
|
|
4. |
To approve an extension for a three-year period of the Services Agreement between the Company and Willi-Food Investments Ltd., the Company’s controlling shareholder, commencing on the date of approval by the shareholders.
|
FOR ☐
|
AGAINST ☐
|
ABSTAIN ☐
|
YES ☐
|
NO ☐
|
|
|
5. |
A) Re-elect Mr. Zwi Williger as a Director of the Company, to hold office subject to the Company’s Articles of Association and the Israeli Companies Law, 5759-1999 (the "Companies Law").
|
FOR ☐
|
AGAINST ☐
|
ABSTAIN ☐
|
FOR ☐
|
AGAINST ☐
|
ABSTAIN ☐
|
FOR ☐
|
AGAINST ☐
|
ABSTAIN ☐
|
6. |
To appoint BDO Ziv Haft as the Company's independent accounting firm for the year ending December 31, 2020 and for the period until the next Annual General
Meeting of the Company's shareholders.
|
FOR ☐
|
AGAINST ☐
|
ABSTAIN ☐
|
|
Date: ______________________________________
Signature: __________________________________
Signature: __________________________________
|
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