EX-99.3 4 dp236802_ex9903.htm EXHIBIT 99.3

Exhibit 99.3

 

 

 

Article 26 – Directors of the Corporation

 

Set forth below are details regarding the directors of the Corporation as of the date of the Report:

 

 

  Guy Bernstein (Chairman) Tal Barnoach Limor Bar-On Pinhas Greenfield Eliezer Oren
Israeli ID No. 023578354 058379058 27716869 10758209 050700855
Date of Birth March 9, 1968 September 11, 1963 June 9, 1970 March 23, 1947 June 21, 1951
Address for Service of Court Documents 5 HaShalva Street, Savyon 6 HaNarkisim Street, Kfar Shmaryahu 4 Reading Street, Tel Aviv 27 Menachem Begin Street, Givat Shmuel 26 Zalman Shneur Street, Herzliya
Citizenship Israeli Israeli and Portuguese Israeli Israeli Israeli
Membership in Board Committees No Audit Committee, Financial Statements Review Committee, Compensation Committee Yes Audit Committee, Financial Statements Review Committee, Compensation Committee No
External / Independent Director No External Director External Director Independent Director No
Accounting and Financial Expertise or Professional Qualification Has accounting and financial expertise Has accounting and financial expertise and professional qualification Has professional qualification Has professional qualification Has accounting and financial expertise
Employee of the Corporation, Subsidiary, Related Company, or Interested Party CEO of Formula Systems (1985) Ltd., the controlling shareholder of the Company; CEO of Magic Software Enterprises Ltd.; Chairman and director of companies as provided below. No No No Director and Deputy Chairman of the Company’s Board of Directors, director of subsidiaries of the Company
Date of Commencement of Tenure as Director in the Company January 11, 2007 February 19, 2024 May 27, 2024 December 21, 2021 February 23, 2004
Education Certified Public Accountant; B.A. in Economics and Accounting – The College of Management B.A. in Economics – Tel Aviv University LL.B. – Sha’arei Mada and Law College; B.A. in History and General Humanities Studies – Tel Aviv University; Communication Studies – “Ko-Teret” School of Journalism B.A. in Political Science – University of Haifa; M.A. in Political Science – University of Haifa B.A. in Mathematics and Computer Science – Tel Aviv University

  

 

 

 

  Guy Bernstein (Chairman) Tal Barnoach Limor Bar-On Pinhas Greenfield Eliezer Oren
Occupation During the Past Five Years CEO of Formula Systems (1985) Ltd.; CEO of Magic Software Enterprises Ltd.; Chairman of Board of Directors of the Company, Chairman of Sapiens International Corporation; Chairman of Michpal Micro Computers (1983) Ltd.; Chairman of Zap Group; Director in companies as detailed below. Partner and manager in: Disruptive Technologies L.P.; Disruptive Technologies Opportunity Fund L.P.; Disruptive Technologies I/II/III; Disruptive AI L.P.; Disruptive AI SPV I GP; CEO and director of SpeedUp Ltd.; Director in companies as detailed below. Owner of companies in areas of information security and cyber. Attorney at Vardi Leshem Ron Law Office; CEO and Editor-in-Chief of “Ascolot” – The Open University. Independent Director of the Company until 2018; experienced and skilled in information security and cyber. President of the Company (until January 31, 2022) and Deputy Chairman of the Board of Directors of the Company; experienced and skilled in information security and cyber.
Corporations in Which He/She Serves as Director

Magic Software Enterprises Ltd. and its subsidiaries; Chairman of Sapiens International Corporation; Chairman of Michpal Micro Computers (1983) Ltd.;

 

Director in: TSG It Advanced Systems Ltd., InSync Staffing, Zap Group Ltd., Ofek Aerial Photography (1987) Ltd.; Effective Solutions Ltd.; Unique Software Industries Ltd.; Liram Financial Software Ltd.; Shemer Electronics (1977) Ltd.

 

SpeedUp Ltd.; Disruptive Technologies Ltd.; Anodot Ltd.; Deep IT Ltd.; Tailor Brands Ltd.; Cocycles Ltd.; Beamr Imaging Ltd.; Disruptive AI GP Ltd., Lumen Ltd., Captain Up Ltd., Qwilt Ltd., Idomoo Ltd., Nima Shefa Israel Ltd., Tzur Shamir Holdings Ltd., and Etgar Investments and Development Ltd. Does not serve as director in other corporations. Does not serve as director in other corporations. Director in the Company and its subsidiaries
Family Member of an Interested Party No No No No No
Recognized by the Company as Having Accounting and Financial Expertise for the Purpose of Meeting the Minimum Requirement Yes Yes No No Yes

   

 

 

 

Directors Whose Tenure Ended During the Report Period:

 

Name Israeli ID No. Start of Tenure End of Tenure
Yafit Keret 029497260 August 27, 2018 August 26, 2024

   

 

 

 

Article 26(a) – Senior Officers of the Company

 

Name Israeli ID No. Date of Birth Position Commencement of Tenure Interested Party or Relative of Another Senior Officer or of an Interested Party Education Occupation During the Past Five Years
Moti Gutman 057260341 October 29, 1961 CEO February 2001 No M.B.A., Hebrew University CEO of the Company
Nevo Brenner 033741182 May 1, 1977 Chief Financial Officer June 2022 No B.A. in Economics and Accounting – Hebrew University of Jerusalem; M.B.A. – Hebrew University of Jerusalem CFO of the Company; Director in companies within the Matrix Group; Former CFO, Energix – Renewable Energies Ltd.; experience in information security and cyber
Ranit Zexer 057514838 December 5, 1962 Chief Technology Officer (CTO) January 2002 No B.A. in Mathematics and Computer Science – Bar-Ilan University CTO of the Company; skilled and knowledgeable in the establishment of information security and cyber-based solutions
Asaf Givati 028054914 October 22, 1970 VP of Strategic Projects November 2022 No B.A. in Economics; M.B.A. – Hebrew University Head of subsidiary clusters; extensive experience in cyber and information security management
Yifat Givol 029714474 August 1, 1973 Head of Legal Department and Corporate Secretary Head of Legal Department – May 2012; Corporate Secretary – January 2008 No LL.B. and B.A. in Business Administration – Reichman University (IDC Herzliya) Head of the Legal Department and Corporate Secretary; knowledge in legal aspects relating to cyber and information security
Ziv Mandl 059629311 May 5, 1965 Senior VP and Cluster Manager overseeing the Business Systems Division, R&D Services Division, Experts and Consultants Division, and other subsidiaries November 2002 No B.A. in Political Science and Computer Science – Bar-Ilan University Manages divisions and subsidiaries of the Company; Director in companies within the Matrix Group; expertise and experience in the cyber field

   

 

 

 

Name Israeli ID No. Date of Birth Position Commencement of Tenure Interested Party or Relative of Another Senior Officer or of an Interested Party Education Occupation During the Past Five Years
Avi Goldstein 024123358 May 6, 1969 Head of Cloud, Computing, and Integration Infrastructure Division 2002 No Secondary Education Head of the Cloud, Computing, and Integration Infrastructure Division; Joint Manager of the Infrastructure and Integration Division
Yaron Raz 033365156 February 19, 1977 Senior VP and Cluster Manager overseeing the Software Products Division, Matrix Defense (Defense Division), DnA – Data & AI, and Xtivia April 2011 No B.A. in Economics and Business Administration – Bar-Ilan University; LL.M. for Economists – Bar-Ilan University Manages divisions and subsidiaries of the Company; Director in companies within the Matrix Group
Nitsan Alon1 059295253 February 26, 1965 VP of Strategy and Chairman of Matrix Defense February 2020 No B.Sc. in Physics and M.Sc. in Materials Engineering – Technion Former Head of Operations Directorate, IDF; CEO of CannDoc Ltd.; VP of Strategy and Chairman of Matrix Defense; experience in information security and cyber
Liat Tennenholtz 039821384 April 22, 1984 VP of Mergers and Acquisitions. Director of subsidiaries of the Company. January 2021 No LL.B., Tel Aviv University; B.A. in Accounting, Tel Aviv University Director at ZIM; Head of Business Development at Matrix; external director at Navitas Baskin Finance; experience in information security and cyber
Amir Shary 029672227 October 6, 1972 Head of Fintech and Digital Division January 2021 No B.Sc. in Mechanical Engineering – Technion; M.B.A. – Tel Aviv University Deputy Head of Fintech and Digital Division

   

 

1Since the October 7, 2023 attack and throughout 2024, Nitsan has been serving as Commander of the Intelligence Effort in the Hostages and Missing Persons Directorate— a position of immeasurable importance, far exceeding his role in the Company [and the Company hopes he will return to his position soon, with the return of all the hostages].

 

 

 

Name Israeli ID No. Date of Birth Position Commencement of Tenure Interested Party or Relative of Another Senior Officer or of an Interested Party Education Occupation During the Past Five Years
Sigalit Katan 058888611 October 10, 1964 Chief Accountant January 2002 No B.A. in Business Administration Chief Accountant at Matrix
Hila Tal 024874992 May 19, 1970 VP of Human Resources July 2023 No B.A. in Social Work – Tel Aviv University VP of Human Resources at subsidiaries John Bryce Training Ltd., Matrix Global Services Ltd., and Matrix Testing and Automation Ltd.
Yisrael Gerwitz 33762139 February 19, 1977 Internal Auditor January 2023 No

B.A. in Economics and Accounting

 

Certified Internal Auditor

 

Partner at Fahn Kanne Control Management Ltd.; Certified Internal Auditor with experience in information security audits and disaster recovery exercises

  

 

Senior Officers Whose Tenure Ended During the Report Period:

 

Name Israeli ID No. Start of Tenure End of Tenure
Shira Raz Meisner 025525692 January 2021 July 2024