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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Caesarstone Ltd | NASDAQ:CSTE | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 4.42 | 3.77 | 4.99 | 0 | 12:00:05 |
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(i)
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Notice and Proxy Statement with respect to the Meeting to be held on October 30, 2023, describing the proposals to be voted upon at the
meeting, the procedure for voting in person or by proxy at the Meeting and various other details related to the Meeting.
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(ii)
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Proxy Card whereby holders of ordinary shares of the Company may vote at the Meeting without attending in person.
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Exhibit
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Description
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CAESARSTONE LTD.
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Date: September 21, 2023
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By:
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/s/ Ron Mosberg
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Name: Ron Mosberg
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Title: General Counsel & Corporate Secretary
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BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dr. Ariel Halperin Dr. Ariel Halperin
Chairman of the Board of Directors |
| • |
Shareholders of Record. If you are a shareholder of record (that is, you hold a share certificate that is registered in your name or you are listed as a shareholder in the Company’s share
register), you can submit your vote by completing, signing and submitting a proxy card, which has or will be sent to you and which will be accessible at the ‘Investor Relations’ portion of the Company’s website, as described below under
“Availability of Proxy Materials”.
|
| • |
Shareholders Holding in “Street Name”. If you hold ordinary shares in “street name” through a bank, broker or other nominee, the voting process will be based on your directing the bank, broker or
other nominee to vote the ordinary shares in accordance with the voting instructions on your voting instruction card. Please follow the instructions on the voting instruction card received from your bank, broker or nominee. You may also be
able to submit voting instructions to a bank, broker or nominee by phone or via the Internet if your voting instruction card describes such voting methods. Please be certain to have your control number from your voting instruction card ready
for use in providing your voting instructions. It is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares to count for the
proposal.
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Name of Beneficial Owner
|
Number of
Shares Beneficially Owned |
Percentage of
Shares Beneficially Held |
||||||
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Mifalei Sdot-Yam Agricultural Cooperative Society Ltd. (1)(3)
|
14,029,494
|
40.7
|
%
|
|||||
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Tene Investment in Projects 2016, L.P.(2)(3)
|
14,029,494
|
40.7
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%
|
|||||
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The Phoenix Holdings Ltd. (4)
|
3,868,049
|
11.22
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%
|
|||||
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Global Alpha Capital Management Ltd.(5)
|
3,074,555
|
8.9
|
%
|
|||||
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Executive Officers
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||||||||
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Yosef (Yos) Shiran
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*
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*
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||||||
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Nahum Trost
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*
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*
|
||||||
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David Cullen
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*
|
*
|
||||||
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Ken Williams
|
*
|
*
|
||||||
|
Idit Maayan Zohar
|
*
|
*
|
||||||
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Edward Smith
|
*
|
*
|
||||||
|
Lilach Gilboa
|
*
|
*
|
||||||
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Amihai Seider
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*
|
*
|
||||||
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Erez Margalit
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*
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*
|
||||||
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Ron Mosberg
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*
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*
|
||||||
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Directors
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||||||||
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Dr. Ariel Halperin(8)
|
14,095,494
|
|
40.8
|
%
|
||||
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Nurit Benjamini
|
*
|
*
|
||||||
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Lily Ayalon
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*
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*
|
||||||
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Roger Abravanel
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*
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*
|
||||||
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Dori Brown
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*
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*
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||||||
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Ronald Kaplan
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*
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*
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||||||
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Ofer Tsimchi
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*
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*
|
||||||
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Shai Bober
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*
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*
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||||||
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Tom Pardo Izhaki
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*
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*
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||||||
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All current directors and executive officers as a group (19 persons)(6)(7)(8)
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14,437,557
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41.8
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% |
|||||
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●
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The parties agreed to vote at general meetings of our shareholders in the same manner, following discussions intended to reach an agreement on any matters proposed to be voted upon, with
Mifalei Sdot-Yam determining the manner in which both parties will vote if no agreement is reached, except with respect to certain carved-out matters, with respect to which Tene, for so long as it holds more than 3% of the issued and
outstanding share capital of the Company, will determine the manner in which both parties will vote if no agreement is reached. In addition, each of Mifalei Sdot-Yam and Tene shall be entitled to vote separately in any manner with respect to
the appointment, replacement or terms of compensation of the Company’s Chief Executive Officer.
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●
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The parties agreed to use their best efforts to ensure that our Board will include not more than nine directors, consisting of (i) four directors nominated by the parties (three identified by Mifalei Sdot-Yam
and one identified by Tene) (ii) two external directors and (iii) three independent directors, provided that at the first general meeting of the shareholders following the execution of the September Amendment (for the avoidance of any
doubt, this is in reference to the Meeting), the parties will vote to elect the director nominees already recommended by the Nominating Committee.
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●
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In the event Tene holds less than 3% of the issued and outstanding share capital of the Company, then the director nominated by Tene will be replaced by an alternate director (in accordance
with applicable law and the Articles) nominated by Mifalei Sdot-Yam from a list of nominees that was agreed by the parties at the time the Amendment was signed for a period ending on the earlier of (i) 60 days (after which time the director
may resign) and (ii) the date of a general meeting for the election of directors, and thereafter Tene will vote all its shares for the election of four directors nominated by Mifalei Sdot-Yam.
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●
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The parties will use their best efforts to enable each of Mifalei Sdot-Yam and Tene to appoint an observer to the Board.
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●
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The parties agree that Dr. Ariel Halperin will serve as the chairperson of the Board until June 30, 2024, and thereafter act to appoint Mr. David Reis (who is a Nominee, as set forth in
Proposal No. 1) as the new chairperson of the Board.
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●
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Tene granted Mifalei Sdot-Yam a right of first refusal and Mifalei Sdot-Yam granted Tene certain tag-along rights with respect to their disposition of ordinary
shares. If Tene sells more than 3% of the issued and outstanding share capital of the Company without providing Mifalei Sdot-Yam its right of first offer then certain rights contemplated under the September Amendment will terminate,
including Tene’s tag-along right.
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●
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The call option granted by Mifalei Sdot-Yam pursuant to the Term Sheet was not extended and expired on September 9, 2023. The call option contemplated an option to exercise 2,000,000 ordinary
shares of the Company.
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Country of principal executive office:
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Israel
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|||
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Foreign Private Issuer
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Yes
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Disclosure Prohibited under home Country Law
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No
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|||
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Total Number of Directors
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9
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|||
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Female
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Male
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Non-Binary
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Did not disclose Gender
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Part I: Gender Identity
|
||||
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Directors
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3
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4
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-
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2
|
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Part II: Demographic Background
|
||||
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Underrepresented Individual in Home Country Jurisdiction
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0
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|||
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LGBTQ+
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0
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|||
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Did Not Disclose Demographic Background
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2
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|||
| a. |
Monthly gross salary of NIS 214,000 (approximately US$ 55,000) plus customary social benefits.
|
| b. |
Signing bonus of up to NIS 1 million (approximately US$260,000), of which (i) NIS 400,000 was paid to Mr. Shiran upon his joining the Company, (ii) NIS 100,000 will be paid following the approval of this Proposal No. 5 at the Meeting, and
(iii) NIS 500,000 will be paid on the first anniversary of the Effective Date at the discretion of the Board following an assessment of Mr. Shiran’s performance.
|
| c. |
Annual Cash Bonus of up to US$1,200,000 (the “Annual Cash Bonus”) for each fiscal year following 2023 (the cash bonus mechanism for the fiscal year 2023 is set forth below), based on the following
formula and terms:
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| i. |
For the purpose of calculating the Annual Cash Bonus, the following terms shall be prescribed with the following meanings:
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| 1. |
“Adjusted EBITDA” shall mean the Adjusted EBITDA as currently reported by the Company, provided that in any event, for the purpose of calculating the Annual Cash Bonus, the Adjusted EBITDA shall exclude litigation and settlement costs
associated with hazardous dust claims;
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| 2. |
“Threshold EBITDA” shall mean 2022 adjusted EBITDA;
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| 3. |
“OCF Growth” shall mean year-over-year growth in cash flow generated from operating activities; provided, however, that if the Company’s cash flow is negative, the baseline variable used for calculating year-over-year growth will be zero
(i.e., the difference between zero and the positive OCF variable), and not the negative OCF variable;
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| ii. |
EBITDA related bonus: an amount equal to 2% of the difference between achieved Adjusted EBITDA and the Threshold EBITDA, which bonus amount shall not exceed US$800,000.
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| iii. |
OCF Growth related bonus: an amount equal to 2% of OCF Growth, which bonus amount shall not exceed US$800,000.
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| iv. |
For the fiscal year 2023, Mr. Shiran shall be entitled to a bonus of up to $900,000 based on the following:
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| 1. |
EBITDA related bonus: an amount equal to 3% of the difference between achieved Adjusted EBITDA during the second half of 2023 and the Adjusted EBITDA achieved during the second half of 2022, which bonus amount shall not exceed US$600,000.
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| 2. |
OCF Growth related bonus: an amount equal to 3% of OCF Growth during the second half of 2023, which amount shall not exceed US$600,000.
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| 3. |
results of any inorganic change (such as merger, acquisition, divestiture, etc.) will be excluded from any bonus calculations for the first twelve months following the closing of such change.
|
| d. |
Initial grant of 1,000,000 options to purchase ordinary shares of the Company in accordance with the Plan, with an exercise price equal to $4.68 (the “Initial Grant”).
An additional grant of 200,000 options to purchase ordinary shares to be made on the first anniversary of the Effective Date in accordance with the Plan, with an exercise price equal to the closing bid price of
the ordinary shares of the Company on such date (the “Anniversary Grant”).
|
| i. |
The CEO Grants will vest over a period of four years, whereby 6.25% of the options will vest on a quarterly basis, provided however that if the options have not fully vested prior to Mr. Shiran’s final date of employment, the options will
vest on a daily basis relative to the number of days remaining of his employment.
|
| ii. |
Accelerated Vesting: in the event that prior to the vesting of all options granted as part of the CEO Grant, an acquisition of the Company or an asset transfer of all or substantially all of the assets of the Company (collectively, “M&A Event”) will occur, while Mr. Shiran is employed by the Company and holds the position of the Company’s Chief Executive Officer, then immediately prior to, and contingent upon, the closing of such
M&A Event, all of Mr. Shiran’s unvested options will become fully vested and exercisable. The foregoing acceleration mechanism was approved by our Compensation Committee and Board, among other things, in light of recent rulings rendered
by the Israeli Tax Authority to the effect that any income from a “double trigger” acceleration ought to be classified as ordinary income and taxed as such (up to 53% tax and additional national insurance payments).
|
| e. |
Arrangements upon the termination of employment of Mr. Shiran, including:
|
| i. |
advance notice of ninety (90) days in the event of termination without cause or in the event of resignation (the “Notice Period”);
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| ii. |
an adjustment period whereby if such termination or resignation occurs during the first twelve months of Mr. Shiran’s employment then the adjustment period shall be six months, and if such termination or resignation occurs following the
first twelve months then the adjustment period shall be nine months (the “Adjustment Period”);
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| iii. |
during both the Notice Period and Adjustment Period, Mr. Shiran’s relationship with the Company will remain that of an employee-employer, and Mr. Shiran will remain entitled to all terms
and benefits set forth above, including bonuses and equity grants.
|
| f. |
Mr. Shiran’s employment agreement includes additional customary provisions, such as non-competition, non-solicitation, confidentiality, intellectual property assignment, participation in Company insurance plans (including its education
fund, or Keren Hishtalmut) and reimbursement of expenses, and 25 days of annual vacation days.
|
|
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2022
|
2021
|
||||||
|
|
(in thousands of U.S. dollars)
|
|||||||
|
Audit fees (1)
|
$
|
743
|
$
|
789
|
||||
|
Audit-related fees (2)
|
1
|
103
|
||||||
|
Tax fees (3)
|
82
|
128
|
||||||
|
All other fees (4)
|
193
|
72
|
||||||
|
Total
|
$
|
1,019
|
$
|
1,092
|
||||
| (1) |
“Audit fees” include fees for services performed by our independent public accounting firm in connection with the integrated audit of our annual audit consolidated financial statements for 2022 and 2021, and
its internal control over financial reporting as of December 31, 2022, and 2021 certain procedures regarding our quarterly financial results submitted on Form 6-K, and consultation concerning financial accounting and reporting standards.
|
| (2) |
“Audit-related fees” relate to assurance and associated services that are traditionally performed by the independent auditor.
|
| (3) |
“Tax fees” include fees for professional services rendered by our independent registered public accounting firm for tax compliance and tax advice and tax planning services on actual or contemplated transactions.
|
| (4) |
“Other fees” include fees for services rendered by our independent registered public accounting firm with respect to supply chain consulting, government incentives, due diligence investigations and other matters.
|
|
By order of the Board:
/s/ Dr.Ariel Halperin
Dr. Ariel Halperin
Chairman of the Board
|
|
1.
|
In these Articles the following terms shall bear the meanings set opposite to them, unless inconsistent with the subject or context:
|
|
T E R M S
|
M E A N I N G S
|
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Administrative Procedure
|
A procedure pursuant to chapters H3 (Monetary Sanction of the Securities and Exchange Commission), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to
prevent Procedures or Interruption of procedures, under circumstances) to the Securities Law, 5738 – 1968, as amended from time to time.
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Articles
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These Articles of Association as may be amended from time to time.
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Auditor
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As defined under the Law.
|
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Board
|
The Board of Directors of the Company.
|
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Business Day
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Sundays to Thursdays, save for public holidays in the State of Israel.
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CEO
|
Chief Executive Officer, also referred to under the Law as the general manager.
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Class Meeting
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A meeting of the holders of a class of shares.
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Chairman
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Chairman of the Board.
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Company
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Caesarstone Ltd.
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Companies Regulations
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All regulations promulgated from time to time under the Companies Law, as shall be from time to time.
|
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Distribution
|
As defined under the Law.
|
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External Director
Independent Director
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As defined under the Law.
As defined under the Law and/or as defined under the applicable corporate governance standards of the Nasdaq Stock Market and the independence requirements of Rule 10A-3 of the U.S Securities Exchange Act of
1934 as amended (in each case, as may be amended or replaced from time to time)
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T E R M S
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M E A N I N G S
|
|
The Law or the Companies Law
|
The Israeli Companies Law, 5759 – 1999, as the same shall be amended from time to time and any other law that will replace it and the Companies Regulations.
|
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NIS
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New Israeli Shekel.
|
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The Office
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The registered office of the Company as may be re-located from time to time.
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Office Holder
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As defined under the Law.
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Ordinary Shares
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The Company’s Ordinary Shares.
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Register
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Shareholders Register maintained by or on behalf of the Company including any other branch register(s) as required by law, as the case may be.
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Shareholder
|
As defined under the Law.
|
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Simple Majority
|
A majority of more than fifty percent (50%) of the votes cast by those Shareholders present and voting at the meeting in person, by proxy or by a voting instrument, not taking into consideration abstaining
votes.
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|
|
|
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Statutes
|
The Law, the Israeli Companies Ordinance (New Version) 1983, the Securities Law, 5738 – 1968 (the “Securities Law”) and all applicable laws and regulations applicable in any relevant jurisdiction (including
without limitation U.S. Federal laws and regulations), and rules of any stock market in which the Company’s shares are registered for trading as shall be in force from time to time and to the extent applicable to the Company.
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T E R M S
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M E A N I N G S
|
|
Tene
|
Tene Investment In Quartz Surfaces L.P.
|
|
Tene Director
|
A member of the Company’s Board suggested by Tene and nominated by the Shareholders of the Company, in accordance with Section 2.1 to the Letter of Understandings for a Voting Agreement, dated October 21,
2010, by and between the shareholders of the Company as of such date.
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2.
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Words importing the singular shall include the plural, and vice-versa. Words importing the masculine gender shall include the feminine gender; and words importing persons shall include
corporate bodies.
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3.
|
The specific provisions of these Articles supersede the provisions of any of the applicable Statutes to the extent permitted by Statute. Any provision or part thereof of these Articles,
prohibited by applicable law, shall be ineffective, without invalidating any other part of these Articles.
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4.
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The name of the Company is Caesarstone Ltd.
|
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5.
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The Company may engage in any lawful business.
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6.
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The Company is a public company as such term is defined in the Companies Law.
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7.
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The liability of each of the Company’s Shareholders for the Company’s debts is limited to the full payment of the nominal value (subject to section 304 of the Law) of the shares in the
Company held by such Shareholder and which remains unpaid, and only to that amount. If at any time the Company shall issue shares with no nominal value, the liability of the Shareholders shall be limited to the payment of the amount
which the Shareholders should have paid the Company in respect of each share in accordance with the conditions of such issuance.
|
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8.
|
The registered share capital of the Company consists of 200,000,000 Ordinary Shares each of NIS 0.04 par value.
|
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9.
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All issued and outstanding shares of the Company are of the same class and are of equal rights between them for all intents and purposes concerning the rights set forth below.
|
|
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10.
|
Each issued Ordinary Share entitles its holder to the rights as described below:
10.1 The equal right to participate in and vote at the Company’s general meetings, whether ordinary meetings or special meetings, and each of the shares in the Company shall entitle the
holder thereof, who is present at the meeting and participating in the vote, whether in person, by proxy, or by a voting instrument, to one vote.
10.2 The equal right to participate in any Distribution.
10.3 The equal right to participate in the Distribution of assets available for Distribution in the event of liquidation of the Company.
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11.
12.
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If two or more persons are registered as joint holders of any shares, any one of such persons may give effectual receipts for any dividend or other monies in respect of such share and his
or her confirmation will bind all holders of such share.
Any payment for a share shall be initially credited against the par value of said share and any excess amount shall be credited as a premium for said share, unless determined otherwise in
the conditions of the allocation.
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13.
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A Shareholder shall not be entitled to rights as a Shareholder with respect to a share held by him, including the right to any Distribution, unless said Shareholder fully paid all sums in
accordance with the conditions of the issuance of such a share, including interest, linkage and expenses, if any, and all unless otherwise determined by the Board.
|
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14.
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Subject to the terms of issuance, the Board may make calls on the Shareholders in respect of any moneys unpaid on their shares (whether in respect of nominal amount (subject to section
304 of the Law)) and each Shareholder shall (subject to his receiving at least fourteen days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may
be revoked or postponed as the Board may decide.
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15.
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Any call may be made payable in one sum or by installments and shall be deemed to be made at the time when the resolution of the Board authorizing that call is passed.
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16.
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A person on whom a call is made shall remain liable for it notwithstanding the subsequent transfer of the share in respect of which the call is made.
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17.
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The joint holders of a share shall be jointly and severally liable for the payment of all calls in respect of that share.
|
|
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18.
|
If a call is not paid before or on the due date for payment, the person from whom it is due shall pay interest on the amount unpaid from the due date for payment to the date of actual
payment at such rate as the Board may decide, but the Board may waive payment of the interest, wholly or in part.
|
|
|
19.
|
A sum which by the terms of allotment of a share is payable on allotment, or at a fixed time, or by installments at fixed times, shall for all purposes of these Articles be deemed to be a
call duly made and payable on the date or dates fixed for payment and, in case of non-payment, the provisions of these Articles shall apply as if that sum had become payable by virtue of a call.
|
|
|
20.
|
On any issue of shares the Board may make arrangements for a difference between the Shareholders in the amounts and times of payment of calls on their shares.
|
|
|
21.
|
The Board may, if it thinks fit, receive all or any part of the moneys payable on a share beyond the sum actually called up on it if the holder is willing to make payment in advance and,
on any moneys so paid in advance, may (until they would otherwise be due) pay interest at such rate as may be agreed between the Board and the Shareholder paying the sum in advance all subject to any applicable statute.
|
|
22.
|
If any Shareholder fails to pay an amount payable by virtue of a call, or interest thereon as provided for in accordance herewith, on or before the day fixed for payment of the same, the
Board, may at any time after the day fixed for such payment, so long as such amount (or any portion thereof) or interest thereon (or any portion thereof) remains unpaid, forfeit all or any of the shares in respect of which such payment
was called for. All expenses incurred by the Company in attempting to collect any such amount or interest thereon, including, without limitation, attorneys’ fees and costs of legal proceedings, shall be added to, and shall, for all
purposes (including the accrual of interest thereon), constitute a part of, the amount payable to the Company in respect of such call.
|
|
|
23.
|
Upon the adoption of a resolution as to the forfeiture of a Shareholder’s share, the Board shall cause notice thereof to be given to such Shareholder, which notice shall state that, in
the event of the failure to pay the entire amount so payable by a date specified in the notice (which date shall be not less than fourteen (14) days after the date such notice is given and which may be extended by the Board), such shares
shall be ipso facto forfeited, provided, however, that, prior to such date, the Board may nullify such resolution of forfeiture, but no such nullification shall stop the Board from adopting a further resolution of forfeiture in respect of
the non-payment of the same amount.
|
|
|
24.
|
Without derogating from any other provision under these Articles, whenever shares are forfeited as herein provided, all dividends, if any, theretofore declared in respect thereof and not
actually paid shall be deemed to have been forfeited at the same time.
|
|
|
25.
|
The Company, by resolution of the Board, may accept the voluntary surrender of any share.
|
|
|
26.
|
Any share forfeited or surrendered as provided herein shall become the property of the Company, and the same, subject to the provisions of these Articles, may be sold, re-allotted or
otherwise disposed of as the Board deems fit.
|
|
|
27.
|
Any Shareholder whose shares have been forfeited or surrendered shall cease to be a Shareholder in respect of the forfeited or surrendered shares, and shall return all relevant share
certificates to the Company immediately. However, such Shareholder shall, notwithstanding, be liable to pay, and shall forthwith pay, to the Company all calls, interest and expenses owing upon or in respect of such shares at the time of
forfeiture or surrender, together with interest thereon from the time of forfeiture or surrender until actual payment, and the Board, in its discretion, may, but shall not be obligated to, enforce the payment of such moneys, or any part
thereof. In the event of such forfeiture or surrender, the Company, by resolution of the Board, may accelerate the date(s) of payment of any or all amounts then owing to the Company by the Shareholder in question (but not yet due) in
respect of all shares owned by such Shareholder, solely or jointly with another.
|
|
|
28.
|
The Board of Directors may at any time, before any share so forfeited or surrendered shall have been sold, re-allotted or otherwise disposed of, nullify the forfeiture or surrender on
such conditions as it deems fit, but no such nullification shall stop the Board from re-exercising its powers of forfeiture pursuant to this Article 28.
|
|
29.
|
A Shareholder who is registered in the Register is entitled to receive from the Company, without payment and at such shareholder’s request, within a period of three months after the
issuance or registration of the Shares, one share certificate with respect to all the shares registered in his name, which shall specify the aggregate number of the shares held by such Shareholder. In the event of a jointly held share,
the Company shall issue (at such request) one share certificate for all the joint holders of the share, and the delivery of such certificate to one of the joint holders shall be deemed to be delivery to all of them. Every certificate
shall bear the Company’s seal and be signed by two Office Holders of the Company, or one director and the Company’s secretary or by any other person appointed by the Board for such purpose.
|
|
|
30.
|
The Company may issue un-certificated shares, provided however, that each holder of shares shall be entitled to one numbered certificate for all the shares of any class registered in his
name, and if reasonably requested by such holder, to several certificates, each for one or more of such shares.
|
|
|
31.
|
The Company may issue a new certificate in lieu of a certificate that was issued and was lost, defaced, or destroyed, on the basis of such proof
and guarantees as the Company may require, and after payment of an amount that shall be prescribed by the Company, and the Company may also replace existing certificates with new certificates, free of charge, subject to such conditions as
the Company shall stipulate.
|
|
32.
|
Except as otherwise provided in these Articles, the Company shall treat the registered holder of any share as the absolute owner thereof, and, accordingly, shall not, except as ordered by
a court of competent jurisdiction, or as required by statute, be bound to recognize any equitable or other claim to, or interest in such share on the part of any other person.
|
|
|
33.
|
To the extent required by the Law, a trustee must inform the Company of the fact that such trustee is holding shares of the Company in trust for another person at such time as may be
required by the Law. The Company shall register that fact in the Register in respect of such shares. The trustee shall be considered a share holder for the purposes of the Companies law.
|
|
34.
|
Subject to the Statutes, and subject to any applicable agreements or undertakings of any specific Shareholder, the shares shall be freely transferable.
|
|
|
35.
|
Transfer of registered shares shall be made in writing or any other manner, in a form specified by the Board or the transfer agent appointed by the Company, and such transfer form should
be signed by both the transferee and the transferor and delivered to the Office or to such transfer agent, together with the certificates of the shares due to be transferred, if such certificates have been issued. The transferee shall be
deemed to be the Shareholder with respect to the transferred shares only from the date of registration of his name in the Register.
|
|
|
36.
|
The Board may, in its absolute discretion and without giving any reason for its decision, refuse to register any transfer of a share not fully paid up or any transfer of a share on which
the Company has a lien provided always that the refusal is not such as to prevent trading of the shares in any stock exchange.
|
|
|
37.
|
If the Board refuses to register a transfer of a share, it shall within two weeks after the date on which the transfer was lodged send to the transferee notice of the refusal.
|
|
|
38.
|
The Board may close the Register and suspend the registration of transfers for such period of time as the Board shall deem fit, provided that the period of closure of any such book shall
not exceed 30 days each year. The Company shall notify the Shareholders of such decision.
|
|
39.
|
In the case of the death, liquidation, bankruptcy, dissolution, winding-up or a similar occurrence of a Shareholder, the legal successors of such Shareholder shall be the only persons
recognized by the Company as having any title to such shares, but nothing herein contained shall release the estate of the predecessor from any liability in respect of such shares.
|
|
|
40.
|
The legal successors may, upon producing such evidence of title as the Board shall require, be registered themselves as holders of the shares, or subject to the provisions as to transfers
herein contained, transfer the same to some other person.
|
|
41.
|
(a) Subject to the Statutes, a
|
|
(1)
|
Alter or add classes of shares that shall constitute the Company’s authorized capital, including shares with preference rights, deferred rights, conversion rights or any other special
rights or limitations.
|
|
(2)
|
Increase the Company’s registered share capital by creating new shares either of an existing class or of a new class.
|
|
(3)
|
Consolidate and/or split all or any of its share capital into shares of larger or smaller par value than the existing shares.
|
|
(4)
|
Cancel any registered shares not yet allocated, provided that the Company has made no commitment to allocate such shares.
|
|
(5)
|
Reduce the Company’s share capital and any reserved fund for redemption of capital.
|
|
(b)
|
In executing any resolution adopted according to Article 41(a) above, the Board may, at its discretion and subject to the provisions of applicable
|
|
(c)
|
If as a result of a consolidation or split of shares authorized under these Articles, fractions of a share will stand to the credit of any Shareholder, the Board is authorized at its
discretion, to act in any manner it deems fit, including:
|
|
(1)
|
Determine that fractions of shares that do not entitle their owners to a whole share, will be sold by the Company and that the consideration for the sale be paid to the beneficiaries, on
terms the Board may determine;
|
|
(2)
|
Allot to every Shareholder, who holds a fraction of a share resulting from a consolidation and/or split, shares of the class that existed prior to the consolidation and/or split, in a
quantity that, when consolidated with the fraction, will constitute a whole share, and such allotment will be considered valid immediately prior to the consolidation or split;
|
|
(3)
|
Determine the manner for paying the amounts to be paid for shares allotted in accordance with Article 41(c)(2) above, including on account of bonus shares; and/or
|
|
(4)
|
Determine that the owners of fractions of shares will not be entitled to receive a whole Share in respect of a share fraction or that they may receive a whole Share with a different par
value than that of the fraction of a share.
|
|
42.
|
Except as otherwise provided by or pursuant to these Articles or by the conditions of issue, any new share capital shall be considered as part of the original share capital, and shall be
subject to the same provisions of these Articles with reference to payment of calls, lien, transfer, transmission, forfeiture and otherwise, which applies to the original share capital.
|
|
43.
|
If at any time the share capital is divided into different classes of shares, any change to the rights and privileges of the holders of any such class of shares shall require the approval
of a Class Meeting of such class of shares by a Simple Majority (unless otherwise provided by the Statutes or by the terms of issue of the shares of that class).
|
|
|
44.
|
The rights and privileges of the holders of any class of shares shall not be deemed to have been altered by creating or issuing shares of any class, including a new class (unless
otherwise provided by the terms of issue of the shares of that class).
|
|
45.
|
The Company may, by resolution of the Board, from time to time, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. The Company, by
resolution of the Board, may also raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it deems fit, and in particular by the issue of debentures or debenture
stock of the Company charged upon all or any part of the property of the Company (both present and future) including its unissued and/or its uncalled capital for the time being.
|
|
46.
|
(a) Annual general meetings shall be held at least once every calendar year in Israel at such exact place and time as determined by the Board, but not later than fifteen (15) months
after the last annual general meeting. Such annual general meetings shall be called “Annual Meetings” and all other general meetings of the Company shall be called “Special Meetings”.
|
|
(b)
|
The
|
|
(1)
|
The
|
|
(2)
|
The appointment of the Auditor or the renewal of
|
|
(3)
|
Any other business required pursuant to these Articles or the Law, and any other matter as shall be determined by the Board.
|
|
(c)
|
The
|
|
47.
|
The Board may convene a Special Meeting
Any request from a Shareholder for convening a
|
|
48.
|
In addition, subject to the Law, one or more shareholders holding not less than 1% of the voting rights at the
|
|
A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the
benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or
other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent
of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates
or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond,
convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not
subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited
partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.
The information required pursuant to this Article 48 shall be updated as of (i) the record date of the general meeting, (ii)
five business days before the general meeting, and (iii) as of the general meeting, and any adjournment or postponement thereof.
The provisions of this Article 48 shall apply, mutatis mutandis, to any
matter to be included on the agenda of a general meeting which is convened pursuant to a request of a Shareholder duly delivered to the Company in accordance with the Companies Law and Article 47.
Notwithstanding anything to the contrary herein, this Article 48 may only be amended, replaced or suspended by a resolution
adopted at a general meeting by a majority of at least 65% of the total voting power of the Shareholders.
|
|
49.
|
Subject to applicable law, the Board shall determine the agenda of any
|
|
50.
|
Unless it is compulsory by the Law, Statutes or these Articles, the Company shall not give its registered shareholders notice of a general meeting.
|
|
51.
|
No business shall be transacted at any
In the absence of contrary provisions in these Articles, the requisite quorum for any general meeting shall be two or more Shareholders (not in default in payment of any
sum referred to in Articles 14 - 21 hereof), present in person or by proxy and holding shares conferring in the aggregate at least thirty- three and one-third percent (33⅓%) of the voting power of the Company, provided, however, that if (i) such general meeting was initiated by and convened pursuant to a resolution adopted by
the Board and (ii) at the time of such general meeting the Company is qualified to use the forms of a “foreign private issuer” under US securities laws, then the requisite quorum shall be two or more Shareholders
(not in default in payment of any sum referred to in Articles 14 - 21 hereof) present in person or by proxy and holding Shares conferring in the aggregate at least twenty-five percent (25%) of the voting power of
the Company, shall constitute a quorum of general meetings. A proxy may be deemed to be two (2) or more Shareholders pursuant to the number of Shareholders represented by the proxy holder.
|
|
52.
|
If within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the
|
|
53.
|
The Chairman shall preside as the chairman at every
|
|
|
54.
|
The Chairman may, with the consent of a
|
|
|
55.
|
A vote in respect of the election of the
|
|
56.
|
All resolutions proposed at any general meeting will require a Simple Majority, unless otherwise required by the Statutes or these Articles.
Except as otherwise required by the
|
|
|
57.
|
A declaration by the
|
|
|
58.
|
The Chairman of the General Meeting will not have an additional and/or a casting vote. If the vote is tied with regard to a certain proposed resolution such proposal shall be deemed
rejected.
|
|
|
59.
|
If two or more persons are registered as joint holders of any share, the vote of the senior one who tenders a vote, whether in person or by proxy or by a voting instrument, shall be
accepted to the exclusion of the votes of the other registered holders of the share, and for this purpose, seniority shall be determined by the order in which the names of the joint holders stand in the Register.
|
|
|
60.
|
Shareholders may vote at shareholders meetings either in person, by proxy or, by a voting instrument. A proxy need not be a Shareholder of the Company.
|
|
|
61.
|
The instrument appointing a proxy shall be in writing duly signed by the appointer or his attorney-in-fact duly authorized in writing. A corporate entity shall vote by a representative
duly appointed in writing by such entity.
|
|
62.
|
Unless otherwise determined by the Board, the instrument of appointment must be submitted to the Office no later than 48 hours prior to the first general meeting to be attended by such
proxy or representative. Notwithstanding the above, the chairman of the meeting shall have the right to waive the time requirement provided above with respect to all instruments of appointment and to accept any and all instruments of
appointment until the beginning of a general meeting. The instrument of appointment shall automatically terminate and cease to be of any force or effect on the anniversary (12 months) of the date of the instrument of appointment, unless
such instrument sets out a different expiry date.
|
|
|
63.
|
A proxy may be appointed in respect of all or some of the shares held by a Shareholder, and a Shareholder may appoint more than one proxy but not more than three proxies on a person’s
behalf, each empowered to vote by virtue of a portion of the shares held by such Shareholder.
|
|
|
64.
|
A Shareholder being of unsound mind or pronounced to be unfit to vote by a competent court of law may vote through a legally appointed guardian or any other representative appointed by a
court of law to vote on behalf of such Shareholder.
|
|
|
65.
|
A Shareholder entitled to vote may signify in writing his approval of, or dissent from, or may abstain from any resolution included in a voting instrument furnished by the Company. A
voting instrument may include resolutions pertaining to such issues which are permitted to be included in a voting instrument according to the Statutes, and such other issues which the Board may decide, in a certain instance or in
general, to allow voting through a voting instrument. A Shareholder voting through a voting instrument shall be taken into account in determining the presence of a quorum as if such Shareholder is present at the meeting.
|
|
|
66.
|
The
|
|
|
67.
|
The provisions of these Articles relating to
|
|
68.
|
The Board shall have and execute all powers and/or responsibilities allocated to the Board by the Statutes and these Articles, including
setting the Company’s policies and supervision over the execution of the powers and responsibilities of the Chief Executive Officer, including the nomination and termination of the Chief Executive Officer,
|
|
|
69.
|
|
|
|
70.
|
The number of directors on the Board shall be no less than seven (7) but no more than eleven (11),
|
|
|
71.
|
|
|
|
72.
|
|
|
73.
|
(a) A general meeting may remove a director from office prior to the expiry of his or her term in office (“Removed Director”), as described below:
|
|
1.
|
By a Simple Majority vote (except for External Directors – who may be dismissed only as set forth under the Law); or
|
|
2.
|
By a Simple Majority vote with respect to any director that violates a prudence duty or a fiduciary duty to the Company, provided that the Removed Director shall be given a reasonable
opportunity to state his or her case before the general meeting.
|
|
74.
|
The term of office of a director shall commence or shall cease, as the case may be: (i) on the closing of the Annual Meeting appointing or removing such Director as applicable, (ii) on the
date of such director’s election by the general meeting pursuant to Article 73 (b) above, or (iii) on the date determined by the Board
|
|
|
75.
|
|
|
76.
|
The Board shall appoint one of its members to serve as the Chairman and may replace the Chairman from time to time, by a Simple Majority resolution of the members of the Board. The
Chairman shall preside at meetings of the Board, but if at any meeting the Chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, the present directors shall choose a present director to be
chairman of such meeting.
|
|
77.
|
The directors shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they deem fit, subject to the Law and these Articles.
A written notice of any meeting of the Board shall specify the time and place the meeting shall take place, as well as a reasonable account of
the matters to be discussed at such meeting, and shall be given to all directors a reasonable time before the meeting, unless the majority of Board members agree to conduct the meeting without such notice and only in urgent events.
|
|
78.
|
No business shall be transacted at any meeting of the Board unless a quorum of directors is present when a meeting is called to order. A quorum shall be deemed to exist when there are
present personally or represented by an alternate director at least a majority of the directors then in office.
If a quorum is not present at the meeting of the Board within half an hour after the time scheduled for the meeting, the meeting may be adjourned to another time
as shall be decided by the Chairman, or in his absence, the directors present at the meeting (“Adjourned Meeting”), provided that notice of twenty four (24) hours (or such shorter notice as all the directors may agree) in advance shall
be given to all the directors of the time of the Adjourned Meeting. The directors may waive the necessity of such notice either beforehand or retrospectively. The quorum for the commencement of the Adjourned Meeting shall be three
members of the Board.
|
|
79.
|
Some or all of the directors may attend meetings of the Board through computer network, telephone or any other media of communication, enabling the directors to communicate with each
other simultaneously, in the deemed presence of all of them, provided that due prior notice detailing the time and manner of holding a given meeting is served upon all the directors. The directors may waive the necessity of such notice
either beforehand or retrospectively.
Any resolution adopted by the Board in such a meeting, pursuant to the provisions of these Articles, will be recorded in writing (or by other means) and signed by
the Chairman (or in his absence by the chairman of the meeting or by another director that was authorized by the board to sign on such minute or resolution), and shall be valid as if adopted at a meeting of the Board duly convened and
held.
|
|
80.
|
The Board may adopt resolutions in writing (i.e., without actually convening), provided that all the directors then in office entitled to participate in a discussion and vote on a matter
brought for resolution have agreed to a resolution without actually convening (in writing, by letter, facsimile, electronic mail or otherwise). A resolution adopted by the Board without actually convening shall require the approval of all
the members of the Board entitled to vote thereon and thus approved, shall be deemed to have been adopted by a meeting of the Board duly convened and held.
In case such resolutions were passed, as aforesaid, the Chairman shall write the resolutions protocol and indicate specifically that it was agreed upon by all directors in writing, orally or by other means
of media. Any such resolution without actually convening may consist of several counterparts, each signed by one or more directors. Such resolution without actually convening, if in writing, shall be effective as of the last date
appearing on the resolution, or if the resolution is signed in two or more counterparts, as of the last date appearing on the counterparts.
|
|
81.
|
While exercising his/her voting right, each director shall have one vote. Resolutions of the Board will be decided by a simple majority of the directors present and voting, not taking
into consideration abstaining votes, except as otherwise specifically provided in these Articles, by the Statutes or by the Company’s Compensation Policy, as adopted pursuant to the provisions of Section 267A of the Law. In the event the
vote is tied, the Chairman of the Board shall not have a second or casting vote, and such resolution shall be deemed rejected.
|
|
82.
|
Subject to the Law, a director shall be entitled at any time and from time to time to appoint in writing any person who is qualified to serve as a director, to act as such director
alternate and to terminate the appointment of such person. The appointment of an alternate director shall be subject to the consent of the Board. The appointment of an alternate director does not negate the responsibility of the
appointing director and such responsibility shall continue to apply to such appointing director – taking into account the circumstances of the appointment.
Alternate directors shall be entitled, while holding office, to receive notices of meetings of the Board and to attend and vote as a director at any meetings at which the appointing director is not present
and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing director.
The document appointing an alternate director must be submitted to the Chairman at least 48 hours before the opening of the first Board meeting to be attended by such alternate director. Notwithstanding the
above, the Chairman shall have the right to waive the time requirement provided above with respect to a document appointing an alternate director and to accept a document appointing an alternate director until the beginning of the
opening of the first Board meeting to be attended by such alternate director.
|
|
83.
|
The Board may establish committees by a vote of the majority Board members and appoint members of the Board to serve in these committees subject to the Statutes. A resolution passed or an
act done by such a committee pursuant to an authority granted to such committee by the Board shall be treated as a resolution passed or act done by the Board, unless expressly otherwise prescribed by the Board or the Statutes for a
particular matter or in respect of a particular committee. Resolutions and/or recommendations of these committees which require the approval of the Board shall be brought to the directors’ attention at a reasonable time before the Board’s
meeting.
|
|
84.
|
Meetings of committees and proceedings thereat (including the convening of the meetings, the election of the Chairman and the votes) shall be governed by the provisions herein contained
for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and unless otherwise determined by the Board, including by an adoption of a charter governing the committee proceedings.
|
|
85.
|
Subject to the Law, a transaction between the Company and an Office Holder, and a transaction between the Company and another entity in which an Office Holder of the Company has a
personal interest, which is not an Extraordinary Transaction (as defined by Law), shall be approved by the Board or a committee of the Board or any other entity (who has no personal interest in the transaction) authorized by the Board.
Such authorization, as well as the actual approval by the authorized entity, may be for a particular transaction or more generally for specific type of transactions.
|
|
86.
|
The resolutions of the Board shall be recorded in the Company’s minutes book, as required under the Law, signed by the Chairman or the chairman of a certain meeting. Such signed minutes
shall be deemed prima facie evidence of the meeting and the resolutions resolved therein.
|
|
|
87.
|
All acts done bona fide by any meeting of the Board or of a committee of the Board or by any person acting as a director, shall, notwithstanding
it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a director.
|
|
88.
|
In accordance with Article 68 above, the Board shall appoint one Chief Executive Officer (or more), for such period and upon such terms as the Board deems fit.
|
|
|
89.
|
The Chief Executive Officer shall have all managing and execution powers within the policies and guidelines set forth by the Board, subject to the provisions of the Law, and shall be
under the supervision of the Board. The Chief Executive Officer may delegate any of his powers to his subordinates, subject to the approval of the Board.
|
|
90.
|
The Company may insure the liability of an Office Holder, to the fullest extent permitted under the Statutes.
|
|
91.
|
Without derogating from the aforesaid, the Company may enter into a contract to insure the liability of an Office Holder therein, in whole or in part, for an obligation or payment to be
imposed on such Office Holder in consequence of an act done in his capacity as an Office Holder, in any of the following cases:
|
|
|
91.1.
|
A breach of the prudence duty vis-a-vis the Company or vis-a-vis another person to the extent such a
breach arising out of the negligent conduct of the Office Holder;
|
|
91.2.
|
A breach of the fiduciary duty vis-a-vis the Company, provided that the Office Holder acted in good faith and had a reasonable basis to believe
that the act would not harm the Company;
|
|
|
91.3.
|
A monetary liability imposed on such Office Holder in favor of another person;
|
|
|
91.4.
|
A monetary liability imposed on such Office Holder in favor of a payment to a breach offended at an Administrative Procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law;
|
|
|
91.5.
|
Expenses regarding Administrative Procedure conducted in connection with such Office Holder and/or in connection with a monetary sanction, including reasonable litigation expenses and
reasonable attorney’s fees;
|
|
|
91.6.
|
Any other matter in respect of which it is permitted or will be permitted under the Law to insure the liability of an Office Holder in the Company.
|
|
92.
|
The Company may indemnify an Office Holder, to the fullest extent permitted under the Statutes. Without derogating from the aforesaid, the Company may indemnify an Office Holder for a
liability, payment or expense imposed on such Office Holder or incurred by him in consequence of an act done in his capacity as an Office Holder of the Company, as follows:
|
|
92.1.
|
A monetary liability imposed on such Office Holder or incurred by such Office Holder in favor of another person pursuant to a judgment, including a settlement or an arbitrator’s award
which is given the force of a judgment by court order;
|
|
|
92.2.
|
Reasonable litigation expenses, including reasonable attorney’s fees, incurred by an Office Holder in consequence of an investigation or proceeding filed against such Office Holder by an
authority that is competent to conduct such investigation or proceeding, provided that (i) no indictment was filed against such Office Holder as a result of such investigation or proceeding (as defined in the Companies Law) ; and (ii) no
financial liability, in lieu of criminal proceedings (as defined in the Companies Law), was imposed upon such Office Holder as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial
liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent or in connection with a monetary sanction.
|
|
|
92.3.
|
A monetary liability imposed on such Office Holder in favor of a payment to a breach offended at an Administrative Procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law;
|
|
92.4.
|
Expenses regarding Administrative Procedure conducted regarding such Office Holder, including reasonable litigation expenses, including reasonable attorney’s fees.
|
|
|
92.5.
|
Reasonable litigation expenses, including attorney’s fees, incurred by an Office Holder or which such Office Holder is ordered to pay by a court, in proceedings filed against such Office
Holder by the Company or on its behalf or by another person, or pursuant to a criminal charge of which such Office Holder is acquitted, or a criminal charge pursuant to which such Office Holder is convicted of an offence that does not
require proof of criminal intent.
|
|
|
92.6.
|
Any other obligation or expense in respect of which it is permitted or will be permitted under the Statutes to indemnify an Office Holder.
|
|
93.
|
The Company may give an advance undertaking to indemnify an Office Holder therein in respect of the following matters:
|
|
93.1.
|
Matters as detailed in Article 92.1, provided however, that the undertaking limited to events, which in the opinion of the Board, can be foreseen based on the Company’s activities at the
time of granting the obligation to indemnify and is limited to a sum or criteria determined by the Board as reasonable under the circumstances. The indemnification undertaking shall specify such events and sum or criteria.
|
|
|
93.2.
|
Matters as detailed in Articles 92.2, 92.3, 92.4, 92.5, and 92.6.
|
|
94.
|
The Company may indemnify an Office Holder retroactively with respect of the matters as detailed in Article 92, subject to any applicable law.
|
|
|
95.
|
Exculpation. The Company may exculpate an Office Holder in advance from such Office Holder liability in whole or in part, for damages caused to the
Company as a result of a breach of the duty of care vis-a-vis the Company, to the fullest extent permitted under the Statutes. However, the Company may not exculpate a director in advance from his
liability toward the Company due to the breach of his duty of care in the event of a Distribution, as defined in the Statutes.
|
|
96.
|
The above provisions with regard to insurance, exculpation and indemnity are not and shall not limit the Company in any way with regard to its entering into an insurance contract and/or
with regard to the grant of indemnity and/or exculpation in connection with a person who is not an Office Holder of the Company, including employees, contractors or consultants of the Company, all subject to any applicable Statute.
|
|
|
97.
|
Articles 90 through 96 shall apply mutatis mutandis in respect of the grant of insurance, exculpation and/or indemnification for persons serving
on behalf of the Company as Office Holders in companies controlled by the Company, or in which the Company has an interest.
|
|
|
98.
|
The provisions of Articles 90 through 96 shall apply to an Alternate Director as referred to in Article 82.
|
|
|
99.
|
An undertaking to exculpation and indemnify an Office Holder in the Company as set forth above shall remain in full force and effect even following the termination of such Office Holder’s
service with the Company.
|
|
100.
|
Subject to the Statutes, the Annual Meeting shall appoint an Auditor for a period ending at the next Annual Meeting, or for a longer period, but no longer than until the third Annual
Meeting after the meeting at which the Auditor has been appointed. The same Auditor may be re-appointed, subject to the provisions of the Statutes.
The authorities, rights and duties of the Auditor of the Company, shall be regulated by the Law, provided however, that in exercising its authority to determine
the remuneration of the Auditor, the Annual Meeting may act (and in the absence of any action in connection therewith shall be deemed to have so acted) to authorize the Board to determine such remuneration subject to such criteria or
standards, if any, as may be provided in such resolution of the Annual Meeting, and if no such criteria or standards are so provided, such remuneration shall be determined in an amount commensurate with the volume and nature of the
services rendered by such Auditor. The Board shall report the remuneration of the Auditor to the Annual Meeting.
|
|
101.
|
So long as the Company is a public company, the Board shall appoint an Internal Auditor (as defined in the Law), pursuant to the recommendation of the Audit Committee (as defined in the
Law).
|
|
|
102.
|
The organizational superior of the Internal Auditor shall be the Chairman. The Internal Auditor shall submit a proposed annual or periodic work plan to the Audit Committee, which will
approve such plan with changes as it deems fit, at its discretion.
|
|
103.
|
Notwithstanding the provisions of section 327(a) of the Companies Law, the majority required for the approval of a merger by the general meeting or by a class
meeting shall be a Simple Majority. and otherwise subject to the requirements of sections 314 – 327 of the Companies Law.
|
|
104.
|
Signatory rights on behalf of the Company shall be determined from time to time by the Board.
|
|
105.
|
The Board may decide on a Distribution, subject to the provisions set forth under the Law and these Articles.
|
|
|
106.
|
The Board will determine the method of payment of any Distribution. The receipt of the person whose name appears on the record date on the Register as the owner of any share, or in the
case of joint holders, of any one of such joint holders, shall serve as confirmation with respect to all the payments made in connection with that share and in respect of which the receipt was received. All dividends unclaimed after
having been declared may be invested or otherwise used by the Directors for the benefit of the Company until claimed, provided however that the Company shall not be required to accept any claim made following the 7th anniversary
of the declaration date, or an earlier date as may be determined by the Board and shareholders shall have no claim or demand against the Company with respect to such unclaimed dividends. No unpaid dividend shall bear interest or accrue
linkage differentials.
|
|
|
107.
|
For the purpose of implementing any resolution concerning any Distribution, the Board may settle, as it deems fit, any difficulty that may arise with respect to the Distribution,
including determining the value for the purpose of the said Distribution of certain assets, and deciding that payments in cash shall be made to the Shareholders based on the value so determined, and determining provisions with respect to
fractions of shares or with respect to the non-payment of small sums.
|
|
108.
|
The Company shall be entitled to issue redeemable securities which are, or at the option of the Company may be, redeemed on such terms and in such manner as shall be determined by the
Board. Redeemable securities shall not constitute part of the Company’s capital, except as provided in the Law.
|
|
109.
|
The Company may make donations of reasonable amounts of money for purposes which the Board deems to be worthy causes, even if the donations are not made in relation to business
considerations to increase the Company’s profits.
|
|
110.
|
Subject to the Statutes, notice or any other document which the Company shall deliver and which it is entitled or required to give pursuant to the provisions of these Articles and/or the
Statutes shall be delivered by the Company to any person, in any one of the following manners as the Company may choose: in person, by mail, transmission by fax or by electronic form.
Any notice or other document which shall be sent shall be deemed to have reached its destination on the third (3rd) day after the day of mailing if sent by
registered mail or regular mail - if sent in Israel to a destination in Israel, and on the seventh (7th) business day if sent abroad from Israel and vice versa, or on the first day after delivery: (1) if transmitted by fax or
electronic form; or (2) if delivered in person in the boundaries of Israel.
Should it be required to prove delivery, it shall be sufficient to prove that the notice or document sent contains the correct mailing, e-mail, or fax details as
registered in the Register or any other address which the Shareholder submitted in writing to the Company as the address and fax or e-mail details for the submission of notices or other documents.
Notwithstanding anything to the contrary contained herein and subject to the provisions of the Statutes, a notice to a Shareholder may be served, as general
notice to all Shareholders, in accordance with applicable rules and regulations of any stock market upon which the Company’s shares are listed.
Subject to the Statutes, in cases where it is necessary to give advance notice of a particular number of days or notice which shall remain in effect for a
particular period, the day the notice was sent shall be excluded and the scheduled day of the meeting or the last date of the period shall be included in the count.
Subject to the Statutes, the Company shall not be required to send notices to any Shareholder who is not registered in the Register or has not provided the
Company with accurate and sufficient mailing details.
|
|
111.
|
Any notice to be given to the Shareholders shall be given, with respect to joint shareholders, to the person whose name appears first in the Register as the holder of the said share, and
any notice so given shall be sufficient notice for all holders of the said share.
|
|
|
112.
|
Any notice or other document served upon or sent to any Shareholder in accordance with these Articles shall, notwithstanding that such shareholder be then deceased or bankrupt, and
whether the Company received notice of such shareholder death or bankruptcy or not, be deemed to be duly served or sent in respect of any shares held by such shareholder (either alone or jointly with others) until some other person is
registered in such shareholder stead as the holder or joint holder of such shares, and such service or sending shall be a sufficient service or sending on or to such shareholder heirs, executors, administrators or assigns and all other
persons (if any) interested in such share.
|
|
|
113.
|
The accidental omission to give notice to any Shareholder or the non-receipt of any such notice shall not cancel or annul any action made in reliance on the notice.
|
| Page | ||
|
A.
|
Overview and Objectives
|
B – 3
|
|
B.
|
Base Salary, Benefits and Perquisites
|
B – 5
|
|
C.
|
Cash Bonuses
|
B - 6
|
|
D.
|
Equity Based Compensation
|
B – 9
|
|
E.
|
Retirement and Termination of Service Arrangements
|
B - 10
|
|
F.
|
Exculpation, Indemnification and Insurance
|
B - 11
|
|
G.
|
Arrangements upon Change of Control
|
B - 13
|
|
H.
|
Board of Directors Compensation
|
B - 13
|
|
I.
|
Miscellaneous
|
B - 14 |
| 1. |
Introduction
|
| 2. |
Objectives
|
| 2.1. |
To closely align the interests of the Executive Officers with those of Caesarstone’s shareholders in order to enhance shareholder value;
|
| 2.2. |
To align the Executive Officers’ compensation with Caesarstone’s short and long-term goals and performance;
|
| 2.3. |
To provide the Executive Officers with a structured compensation package, including competitive salaries, performance-motivating cash and equity incentive programs and benefits, and to promote for each Executive Officer an opportunity
to advance in a growing organization;
|
| 2.4. |
To strengthen the retention and the motivation of Executive Officers in the long term;
|
| 2.5. |
To provide appropriate awards in order to incentivize superior individual excellence and corporate performance; and
|
| 2.6. |
To maintain consistency in the way Executive Officers are compensated.
|
| 3. |
Compensation Instruments
|
| 3.1. |
Compensation instruments under this Compensation Policy may include the following:
|
| 3.1.1. |
Base salary;
|
| 3.1.2. |
Benefits and perquisites;
|
| 3.1.3. |
Cash bonuses;
|
| 3.1.4. |
Equity based compensation; and
|
| 3.1.5. |
Retirement and termination of service arrangements.
|
| 3.2. |
Any grant of a compensation instrument shall be subject to this Compensation Policy and to the obtainment of all approvals required under any applicable law.
|
| 4. |
Inter-Company Compensation Ratio
|
| 4.1. |
In the process of drafting this Policy, the Compensation Committee and the Board have examined the ratio between employer cost associated with the engagement of the Executive Officers and the average and median employer cost of the
other employees of Caesarstone (including contractor employees as defined in the Companies Law), per territory and on a global basis (the “Ratio”).
|
| 4.2. |
The possible ramifications of the Ratio on the work environment in Caesarstone were examined and will continue to be examined by the Company from time to time in order to ensure that levels of executive compensation, as compared to the
overall workforce will not have a negative impact on work relations in Caesarstone.
|
| 5. |
Overall Compensation - Ratio Between Fixed and Variable Compensation
|
| 5.1. |
This Policy aims to balance the mix of “Fixed Compensation” (comprised of base salary and benefits) and “Variable Compensation” (comprised of cash bonuses and equity-based compensation) in order to, among other things, appropriately
incentivize Executive Officers to meet Caesarstone’s short- and long-term goals while taking into consideration the Company’s need to manage a variety of business risks.
|
| 5.2. |
The value of the annual target Variable Compensation of each Executive Officer, to which such Executive Officer may be entitled subject to meeting his or her respective key performance indicators and/or by way of equity-based
incentives, shall be at least 30% of such Executive Officer’s annual Fixed Compensation.
|
| 6. |
Base Salary
|
| 6.1. |
A base salary provides stable compensation to Executive Officers and allows Caesarstone to attract and retain competent executive talent and maintain a reliable management team. The base salary varies between Executive Officers, and is
individually determined according to the educational background, prior vocational experience, qualifications, role, business responsibilities and the past performance of each Executive Officer.
|
| 6.2. |
Since a competitive base salary is essential to Caesarstone’s ability to attract and retain highly skilled professionals, Caesarstone will seek to establish a base salary that is competitive with the base salaries paid to comparable
Executive Officers, while considering, among others, Caesarstone’s size, performance and field of operation and the geographical location of the employed Executive Officer as well as his personal and professional skills. To that end,
Caesarstone shall utilize as a reference, comparative market data and practices, which may include, among others, a compensation survey that compares and analyses the level of the overall compensation package offered to an Executive
Officer of the Company with compensation packages in similar positions to that of the relevant officer in other companies operating in sectors which are similar in their characteristics to Caesarstone’s, as much as possible, while
considering, among others, such companies’ size and characteristics including their revenues, profitability rate, number of employees and operating arena (in Israel or globally), which shall be reviewed by the Compensation Committee.
Such compensation survey may be conducted internally or through an external consultant.
|
| 6.3. |
The Compensation Committee and the Board may periodically consider and approve base salary adjustments for Executive Officers. The main considerations for salary adjustment are similar to those used in initially determining the base
salary, but may also include, among others, change of role or responsibilities, recognition for professional achievements, regulatory or contractual requirements, relocation, budgetary constraints or market trends. The Compensation
Committee and the Board will also consider the previous and existing compensation arrangements of the Executive Officer whose base salary is being considered for adjustment.
|
| 6.4. |
The base salary, for the purpose of this Policy, means the monthly fixed payment due to an Executive Officer, whether an Executive Officer is an employee who is paid a salary or a contractor whose monthly consideration is paid against
a tax invoice, in which case, the base salary shall be deemed as 75% of the monthly payment against a tax invoice.
|
| 7. |
Benefits
|
| 7.1. |
The following benefits may be granted to the Executive Officers in order, among other things, to comply with legal requirements:
|
| 7.1.1. |
Vacation days in accordance with applicable law and market practice;
|
| 7.1.2. |
Sick days in accordance with applicable law and market practice;
|
| 7.1.3. |
Convalescence pay according to applicable law and market practice;
|
| 7.1.4. |
Monthly remuneration for a study fund, as allowed by applicable law and with reference to Caesarstone’s practice and market practice;
|
| 7.1.5. |
Caesarstone shall contribute on behalf of the Executive Officer to an insurance policy or a pension fund, as allowed by applicable law and with reference to Caesarstone’s policies and procedures and the practice in peer group
companies; and
|
| 7.1.6. |
Caesarstone shall contribute on behalf of the Executive Officer towards work disability insurance, as allowed by applicable law and with reference to Caesarstone’s policies and procedures and to the practice in peer group companies.
|
| 7.2. |
In the event an Executive Officer relocates, such Executive Officer may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which he or she is employed. Such benefits shall include
reimbursement of out of pocket one-time payments and other ongoing expenses, such as real estate broker fees, moving costs, car allowance, and home leave visit, etc.
|
| 7.3. |
Caesarstone may offer additional benefits to its Executive Officers, which will be comparable to customary market practices, such as, but not limited to: cellular phone benefits, company car and travel benefits, reimbursement of
business travel expenses, including a daily stipend when traveling, and other business related expenses, insurances, professional licenses, membership fees in professional organizations and other benefits (such as newspaper
subscriptions, academic and professional studies and welfare activities), provided, however, that such additional benefits shall be determined in accordance with Caesarstone’s policies and procedures.
|
| 8. |
Annual Cash Bonuses - The Objective
|
| 8.1. |
Compensation in the form of an annual cash bonus is an important element in aligning Executive Officers’ compensation with Caesarstone’s objectives and business goals. Therefore, a pay-for-performance element is an important part of
compensation, as payout eligibility and levels are determined based on actual financial and operational results, as well as individual performance.
|
| 8.2. |
An annual cash bonus may be awarded to Executive Officers upon the attainment of pre-set periodical objectives and individual targets determined by the CEO and approved by the Compensation Committee at the beginning of each fiscal year
or several fiscal years, or upon engagement, in case of newly hired Executive Officers, taking into account Caesarstone’s short and long-term goals, as well as its compliance and risk management policies. The Compensation Committee and
the Board shall also determine applicable minimum thresholds that must be met for entitlement to the annual cash bonus (all or any portion thereof) and the formula for calculating the annual cash bonus payout. In special circumstances, as
determined by the Compensation Committee and the Board (e.g., regulatory changes, changes in Caesarstone’s business environment, objectives or timelines, a significant organizational change and a significant merger and acquisition
events), the Compensation Committee and the Board may modify the bonus plan during the calendar year.
|
| 8.3. |
In the event the employment of an Executive Officer is terminated prior to the end of a fiscal year, the Company may pay such Executive Officer a full annual cash bonus (provided that the termination date occurs in the third or fourth
quarter of such fiscal year) or a prorated one. Such bonus will become due on the termination day of the Executive Officer's engagement with the Company or on the same scheduled date for annual cash bonus payments by the Company.
|
| 8.4. |
The actual annual cash bonus to be awarded to Executive Officers shall be approved by the Compensation Committee and the Board.
|
| 9. |
Annual Cash Bonuses - The Formula
|
| 9.1. |
The annual cash bonus of Caesarstone’s Executive Officers other than Caesarstone’s chief executive officer (“CEO” and “VPs”, respectively) will be based on
the measurable objectives of the Company, measurable personal objectives or a discretionary evaluation of the VP’s overall performance by the CEO (up to 25%) and subject to a minimum threshold. The objectives will be recommended annually
by Caesarstone’s CEO and approved by the Compensation Committee on the basis of, but not limited to, Company and personal objectives. Examples of measurable objectives that will be considered include: business and operational objectives
(such as revenue, adjusted EBITDA and operating profit objectives, initiation of new markets and products, operational efficiency); customer focus (such as customer satisfaction); project milestones (such as product implementation in
production, product acceptance and new product penetration) and investment in human capital (such as employee satisfaction, employee retention and employee training and leadership programs).
|
| 9.2. |
The annual cash bonus which may be awarded to each of the VPs will not exceed such VP’s monthly base salary multiplied by eight (8).
|
| 9.3. |
The annual bonus of Caesarstone’s CEO will be based mainly on measurable objectives of the Company and subject to a minimum threshold. The measurable objectives will be approved by the Compensation Committee and the Board at the
commencement of each fiscal year or several fiscal years (or upon engagement, in case of newly hired CEO or in special circumstances as indicated in Section 8.2 above).
|
| 9.4. |
The annual cash bonus which may be awarded to Caesarstone’s CEO with respect to a fiscal year shall not exceed an amount equal to 2.5% of Caesarstone’s adjusted net income in such fiscal year and in any case the accumulated amount of
the annual bonus and the annual base salary of the CEO shall not exceed two (2) million US dollars.
|
| 9.5. |
The annual cash bonus will be based mainly (at least 75%) on measurable objectives, and, with respect to its less significant part (up to 25%), may be based on a discretionary evaluation of the CEO’s overall performance by the
Compensation Committee and the Board based on quantitative and qualitative criteria.
|
| 10. |
Other Bonuses
|
| 10.1. |
Special Bonus. Caesarstone may grant its Executive Officers a special bonus as an award for special achievements (such as in connection with mergers and acquisitions, offerings, achieving target budget or business plan under
exceptional circumstances or special recognition in case of retirement) at the CEO’s discretion (and in the CEO’s case, at the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Special Bonus”). The Special Bonus will not exceed twelve (12) monthly base salaries of the Executive Officer.
|
| 10.2. |
Signing Bonus. Caesarstone may grant a newly recruited Executive Officer a signing bonus at the CEO’s discretion (and in the CEO’s case, at the Board’s discretion), subject to any additional approval as may be required by the
Companies Law (the “Signing Bonus”). The Signing Bonus will not exceed six (6) monthly base salaries of the Executive Officer’s first annual compensation package.
|
| 10.3. |
Relocation Bonus. In the event an Executive Officer relocates, such Executive Officer may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which he or she is employed. Such
benefits shall include reimbursement for out of pocket one-time payments and other ongoing expenses, such as real estate broker fees, moving costs, home leave visit, etc. The relocation bonus will not exceed six (6) monthly base salaries
of the Executive Officer.
|
| 10.4. |
Non-Compete Grant. Upon termination of employment and subject to applicable law, Caesarstone may grant to its Executive Officers a non-compete grant as an incentive to refrain from competing with Caesarstone for a defined period
of time. The terms and conditions of the non-compete grant shall be decided by the Board and shall not exceed such Executive Officer’s monthly base salary multiplied by twelve (12).
|
| 11. |
Compensation Recovery (“Clawback”)
|
| 11.1. |
In the event of an accounting restatement, Caesarstone shall be entitled to recover from its Executive Officers the annual bonus compensation or performance-based equity compensation in the amount in which such compensation exceeded
what would have been paid under the financial statements, as restated, provided that a claim is made by Caesarstone prior to the second anniversary of the fiscal year end of the restated financial statements.
|
| 11.2. |
Notwithstanding the aforesaid, the compensation recovery will not be triggered in the following events:
|
| 11.2.1. |
The financial restatement is required due to changes in the applicable financial reporting standards; or
|
| 11.2.2. |
The Compensation Committee has determined that clawback proceedings in the specific case would be impossible, impractical or not commercially or legally efficient.
|
| 11.3. |
Nothing in this Section 11 derogates from any other “clawback” or similar provisions regarding disgorging of profits imposed on Executive Officers by virtue of applicable securities laws.
|
|
Caesarstone intends to adopt and comply with a “clawback policy” (the “Clawback Policy”), as contemplated pursuant to Rule 10D-1 under the Securities and Exchange Act of 1934, as may be amended from time to time, which directs
national securities exchanges, including The Nasdaq Stock Market LLC, to establish listing standards for purposes of complying with Rule 10D-1. The Clawback Policy shall not be limited in terms or substance to Sections 11.1 and 11.2
herein. To the extent there will be any inconsistencies between this Compensation Policy and the Clawback Policy to be adopted by Caesarstone, the latter shall take precedence, except to the extent of any mandatory requirement of the
Companies Law, and, for the avoidance of any doubt, no amendments to, or further corporate approvals in connection with, this Compensation Policy will be required in connection with the adoption or subsequent amendments of the Clawback
Policy.
|
| 12. |
The Objective
|
| 12.1. |
The equity based compensation for Caesarstone’s Executive Officers is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance
the alignment between the Executive Officers’ interests with the long-term interests of Caesarstone and its shareholders, and to strengthen the retention and the motivation of Executive Officers in the long term. In addition, since
equity-based awards are to be structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans.
|
| 12.2. |
The equity-based compensation may be in a form of share options and/or other equity-based awards, such as restricted share units and phantom options, in accordance with the Company’s equity incentive plan in place as may be updated
from time to time.
|
| 12.3. |
The equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role and the personal
responsibilities of the Executive Officer.
|
| 13. |
General Guidelines for the Grant of Awards
|
| 13.1. |
The fair value of the equity based compensation per vesting year (on a linear basis), determined in accordance with acceptable valuation practices at the time of grant, of each of Caesarstone’s VPs shall not exceed 0.2% of
Caesarstone’s market fair value based on the known closing price of the Company’s shares on Nasdaq as of the date of grant.
|
| 13.2. |
The fair value of the equity based compensation per vesting year (on a linear basis), determined in accordance with acceptable valuation practices at the time of grant, of Caesarstone’s CEO shall not exceed 150% of the CEO’s annual
base salary.
|
| 13.4. |
The Compensation Committee and the Board may approve the grant of equity awards with a cap on the benefit deriving from the exercise of equity‐based compensation.
|
| 13.5. |
Equity-based compensation awarded by the Company to employees, Executive Officers or directors shall not be, in the aggregate, in excess of 10% of the Company’s share capital on a fully diluted basis at the date of grant.
|
| 13.6. |
All equity-based incentives granted to Executive Officers shall be subject to vesting periods in order to promote long-term retention of the awarded Executive Officers. Unless determined otherwise in a specific award agreement
approved by the Compensation Committee and the Board, grants to Executive Officers shall vest gradually over a period of between three (3) to four (4) years or based on performance. The exercise price of options shall be determined in
accordance with Caesarstone’s equity award policies, the main terms of which shall be disclosed in the annual report of Caesarstone.
|
| 13.7. |
All other terms of the equity awards shall be in accordance with Caesarstone’s incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, extend the period of
time for which an award is to remain exercisable and make provisions with respect to the acceleration of the vesting period of any Executive Officer’s awards, including, without limitation, in connection with a change of control, subject
to any additional approval if such may be required by the Companies Law.
|
| 13.8. |
The fair value of the equity-based compensation for the Executive Officers will be determined according to acceptable valuation practices at the time of grant.
|
| 14. |
Advanced Notice Period and Adjustment Period
|
| 14.1. |
Caesarstone may provide a VP a prior notice of termination and/or an adjustment period accumulated to up to nine (9) months, during which the VP may be entitled to all of the compensation elements, and to the continuation of vesting of
his options.
|
| 14.2. |
Caesarstone may provide the CEO with a prior notice of termination and/or an adjustment period accumulated to up to twelve (12) months, during which the CEO may be entitled to all of the compensation elements, and to the continuation
of vesting of his options.
|
| 14.3. |
The Executive Officer shall be required not to compete with the Company during the advanced notice period and the adjustment period.
|
| 15. |
Additional Retirement and Termination Benefits
|
| 15.1 |
Arrangements related to termination of service or employment may be determined based on the circumstances of such termination (whether upon retirement, resignation, termination by the Company or otherwise), the term of service or
employment of the VP or CEO, his/her compensation package during such period, market practice in the relevant geographic location, Caesarstone’s performance during such period and the VP’s or CEO’s contribution to Caesarstone achieving
its goals and maximizing its profits and other considerations that may be found relevant by Caesarstone. For example, the Compensation Committee and the Board may, at their discretion, determine not to provide some or any post-service or
employment benefits, compensation or protection, in the event of termination for “cause,” which will be as defined in the applicable arrangement or plan document.
|
| 15.2 |
Caesarstone shall provide additional retirement and terminations benefits and payments as may be required by applicable law (e.g., mandatory severance pay under Israeli labor laws), and may provide additional retirement and
terminations benefits and payments which will be comparable to customary market practices, provided that such additional retirement and termination benefits together with the termination benefits provided under Section 14.1 and 14.2 shall
not exceed 24 monthly base salaries of the Executive Officer.
|
| 16. |
Exculpation
|
| 17. |
Insurance and Indemnification
|
| 17.1. |
Caesarstone may indemnify its directors and Executive Officers to the fullest extent permitted by applicable law, for any liability and expense that may be imposed on the director or Executive Officer, either retroactively or in
advance as provided in the indemnity agreement between such individuals and Caesarstone, all subject to applicable law and the Company’s articles of association.
|
| 17.2. |
Caesarstone will provide “Directors’ and Officers’ Liability Insurance” (the “Insurance Policy”) for its directors and Executive Officers, as follows:
|
| 17.2.1. |
The limit of liability of the insurer shall not exceed US$150 million per claim and in the aggregate for an annual policy and an additional limit of liability, exceeding the limit of liability in the policy, for defense costs in
compliance with Section 66 of the Israeli Insurance Contract Law – 1981 (the “Insurance Law”);
|
| 17.2.2. |
The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal, shall be approved by the Compensation Committee which shall determine whether (i) the sums are reasonable considering Caesarstone’s
exposures, the scope of coverage and market conditions and (ii) the Insurance Policy reflects then prevailing market conditions, and, provided, further, that the Insurance Policy shall not materially affect the Company’s profitability,
assets or liabilities; and
|
| 17.2.3. |
The insurance terms and conditions will be the subject of negotiations between the Company and the insurer (and if necessary alternative quotations will be considered). The insurance coverage is and will be extended to indemnify the
Company for losses it may incur that derive from a claim against it concerning a wrongful act of the Company alleging a breach of the securities laws. The policy may include priorities for payment of any insurance benefits pursuant to
which the rights of the directors and Officers to receive indemnity from the insurer takes precedence over the right of the Company itself.
|
| 17.3. |
The Company shall be entitled, subject to the approval of the Compensation Committee, to the following:
|
| 17.3.1. |
To purchase an insurance coverage for wrongful acts occurring before the effective date of the change in risk (the "Run Off Coverage") of up to seven (7) years, from the same insurer or any other
insurer, in Israel or overseas;
|
| 17.3.2. |
The limit of liability of the insurer shall not exceed US$150 million per claim and in the aggregate for the term of the policy and an additional limit of liability exceeding the limit of liability in the policy for defense costs in
compliance with Section 66 of the Insurance Law;
|
| 17.3.3. |
The Run Off Coverage, as well as the limit of liability and the premium for each extension or renewal, shall be approved by the Compensation Committee which shall determine whether (i) the sums are reasonable considering Caesarstone’s
exposures, the scope of coverage and market conditions and (ii) the Run Off Coverage reflects then prevailing market conditions, and, provided, further, that the Run Off Coverage shall not materially affect the Company’s profitability,
assets or liabilities.
|
| 17.4. |
Caesarstone may extend an existing Insurance Policy to include coverage for liability pursuant to a future public offering of securities, provided, however, that Such extension and consequent additional premium shall be approved by the
Compensation Committee which shall determine whether (i) the sums are reasonable considering Caesarstone’s exposures, the scope of coverage and market conditions and (ii) said extension reflects then prevailing market conditions, and,
provided, further, that the extension shall not materially affect the Company’s profitability, assets or liabilities.
|
| 17.5. |
Any other insurance coverage purchased by Caesarstone may be extended to include directors and Officers as additionally insured beneficiaries, in so far as such extension will not result in an additional premium.
|
| 18. |
The following benefits may be granted to the Executive Officers in addition to the benefits applicable in the case of any retirement or termination of service or adverse adjustment of the service in a material way which were upon or in
connection with a “Change of Control”:
|
| 18.1. |
Vesting acceleration of outstanding options or other equity-based awards.
|
| 18.2. |
Extension of the exercising period of options for Caesarstone’s VPs and CEO for a period of up to one (1) year and two (2) years, respectively, following the date of employment termination.
|
| 18.3. |
Up to an additional six (6) months of continued base salary, benefits and perquisites following the date of employment termination (the “Additional Adjustment Period”). For avoidance of doubt,
such additional Adjustment Period shall be in addition to the advance notice and adjustment periods pursuant to Section 14 of this Compensation Policy, and in any case shall not exceed 24 monthly base salaries as set forth in Section
15.2.
|
| 18.4. |
In the case of the CEO, a cash bonus equal to up to twelve (12) monthly base salaries.
|
|
19.
|
Cash Compensation
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| 19.1. |
All Caesarstone’s Board members, excluding the chairman of the Board, the external directors and independent directors, shall be entitled to a compensation as shall be determined from time to time and approved by the Compensation
Committee, the Board and the Company’s shareholders, based on the director’s relevant skills and experience, up to, on an annual basis, (i) for a director who is an Israeli resident, the total compensation payable annually to the
Company’s external and independent directors, including annual fees and participation compensation; and (ii) for a director who is a non-Israeli resident, 400% of the annual fees and 400% the participation compensation payable to the
Company’s external and independent directors.
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| 19.2. |
The compensation of the Company’s external directors and independent directors shall be in accordance with the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, as amended by the
Companies Regulations (Reliefs for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations may be amended from time to time (“Compensation of Directors Regulations”).
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| 19.3. |
The chairperson of the Board shall be entitled to an annual base compensation that shall not exceed five (5) times the total annual compensation of an external director (assuming a total of nine (9) Board and committee meetings per
year). In addition, the chairperson of the Board may be granted an annual bonus based on measurable parameters to be defined by the Compensation Committee and the Board, and approved by the Company’s shareholders, which shall amount to up
to 50% of the chairperson’s annual base compensation.
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| 20. |
Equity Based Compensation
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| 20.1. |
Directors may also be awarded equity-based compensation, as shall be determined from time to time and approved by the Compensation Committee, the Board and the Company’s shareholders.
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| 20.2. |
The fair value of the equity-based compensation per vesting year (on a linear basis) determined in accordance with acceptable valuation practices at the time of grant, of each director shall not exceed the value of such director’s
total annual compensation (assuming a total of nine (9) Board and committee meetings per year)...
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| 20.3. |
The Compensation Committee and the Board may approve the grant of equity awards with a cap for the benefit deriving from the exercise of equity‐based compensation.
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| 20.4. |
All equity-based awards granted to directors shall be subject to vesting periods. Unless determined otherwise in a specific award agreement, grants to directors shall vest gradually over a period of between three (3) to four (4) years.
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| 20.5. |
All other terms of the equity awards shall be in accordance with Caesarstone’s incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, extend the period of
time for which an award is to remain exercisable and make provisions with respect to the acceleration of the vesting period of any director’s awards, including, without limitation, in connection with a change of control, subject to any
additional approval if such may be required by the Companies Law.
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| 20.6. |
The fair value of the equity-based compensation for directors will be determined according to acceptable valuation practices at the time of grant.
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| 21. |
Expense Reimbursement
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| 21.1. |
Members of Caesarstone’s Board shall be entitled to reimbursement of expenses incurred in the performance of their duties and other services to the Company.
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| 22. |
Nothing in this Policy shall be deemed to grant any of Caesarstone’s Executive Officers, directors or employees or any third party any right or privilege in connection with their engagement with the Company. Such rights and privileges
shall be governed by the respective personal employment or engagement agreements. The Board may determine that none or only part of the payments and benefits shall be granted, and is authorized to cancel or suspend a compensation package
or part thereof, subject to any applicable law.
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| 23. |
An Immaterial Change in the terms of employment of a VP may be approved by the CEO, provided that the amended terms of employment are in accordance with this Compensation Policy, and subject to the following mechanism: following the
CEO's approval of an Immaterial Change, any further change to the terms of employment of that certain VP (whether Immaterial Change or not) shall be subject to the approval of the Compensation Committee and the Board, and, after their
approvals, the next Immaterial Change in the terms of employment of such VP may be once again approved by the CEO.
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| 24. |
In the event that new regulations or law amendment in connection with Executive Officers’ and directors’ compensation will be enacted following the adoption of this Compensation Policy, Caesarstone may follow such new regulations or
law amendments, even if such new regulations and law amendments are in contradiction to the compensation terms set forth herein.
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CAESARSTONE LTD.
KIBBUTZ SDOT-YAM
MP MENASHE 37804000
ISRAEL
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VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day
before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting
date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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V23850-P99233
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CAESARSTONE LTD.
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" PROPOSAL NOS. 1, 2, 3, 4, 5, 6, 7 AND 8.
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For
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Against
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Abstain
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1. |
To elect or re-elect the following individuals to serve as directors of the Company until the close of the next annual general meeting of shareholders of the Company:
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4.
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To approve the grant of equity-based compensation to Dr. Ariel Halperin, Tom Pardo Izhaki, Giora Wegman and Maxim Ohana, which are currently affiliates of controlling shareholders of
the Company, subject to each such director’s re-election as a director at the Meeting.
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Yes |
No
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For
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Against |
Abstain
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4a.
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I hereby confirm that I do NOT have a personal interest (if your interest arises solely from the fact that you hold shares in the Company, you would not be deemed to have a personal
interest), in the approval of the proposal.
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1a.
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Ariel Halperin
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Please note: If you do not mark either Yes or No, these shares will not be voted for Proposal No. 4.
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1b. |
Ronald Kaplan
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☐ | ☐ | ☐ |
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Tom Pardo Izhaki
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| For | Against | Abstain |
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| 1d. |
Giora Wegman
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☐ | 5. |
To approve the terms of employment of Yosef (Yos) Shiran, as Chief Executive Officer of the Company as of March 16, 2023.
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| Yes | No | ||||||||||||
| 1e. |
Ornit Raz
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☐ | ☐ | ☐ | 5a. |
I hereby confirm that I am NOT a controlling shareholder and I do NOT have a personal interest (if your interest arises solely from the fact that you hold shares in the Company, you would not be deemed to have a personal interest), in the approval of the proposal. | ☐ |
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Maxim Ohana
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☐ | ☐ | ☐ | |||||||||
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Please note: If you do not mark either Yes or No, these shares will not be voted for Proposal No. 5.
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1g.
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David Reis
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Abstain | |||||||||||
| 2. |
To elect the following individuals to serve as external directors of the Company for a three year term, commencing on December 1, 2023, and to approve their terms of cash
compensation:
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6. |
To approve an amended and restated Compensation Policy, effective as of the date of the Meeting for a period of three years.
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| Yes | No | ||||||||||||
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For
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Against | Abstain | 6a. |
I hereby confirm that I am NOT a controlling shareholder and I do NOT have a personal interest (if your interest arises solely from
the fact that you hold shares in the Company, you would not be deemed to have a personal interest), in the approval of the proposal.
Please note: If you do not mark either Yes or No, these shares will not be voted for Proposal
No. 6.
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| 2a. |
Nurit Benjamini
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| 2b. |
Lily Ayalon
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| 7. |
To approve certain amendments to the Company’s Articles of Association, effective as of the date of the Meeting.
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Yes | No |
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2aa. |
I hereby confirm that I am NOT a controlling shareholder and I do NOT have a personal interest, excluding a personal interest that does not result from the
shareholder's relationship with the controlling shareholder, in the approval of the proposal.
Please note: If you do not mark either Yes or No, these shares will not be voted for Proposal No. 2.
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8. |
To approve the reappointment of Kost, Forer, Gabbay & Kasierer (a member of Ernst & Young Global) as
the Company’s independent auditors for the year ending December 31, 2023, and its service until the annual general meeting of shareholders to be held in 2024 and to authorize the Company’s board of directors, upon recommendation of
the audit committee of the Company, to determine the compensation of the auditors in accordance with the volume and nature of their services and receive an update regarding the Company’s independent auditors’ remuneration for the
past year.
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☐
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For
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Against
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Abstain
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| 3. |
To approve the grant of equity-based compensation to Ronald Kaplan, Nurit Benjamini, Lily Ayalon, Ornit Raz and David Reis, subject to each such director’s election or re-election, as
applicable, as a director at the Meeting.
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In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement
thereof.
The undersigned acknowledges receipt of the Notice and Proxy Statement of the Company relating to the Meeting.
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Signature [PLEASE SIGN WITHIN BOX]
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Date |
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Signature [PLEASE SIGN WITHIN BOX]
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Date |
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1 Year Caesarstone Chart |
1 Month Caesarstone Chart |
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