Translation Notice — This is an English translation of a Hebrew law and may contain inaccuracies. In any dispute or legal matter, the original Hebrew text as published in Reshumot (ספר החוקים) is the sole authoritative and legally binding version.

Law

Companies Law, 5759-1999

חוק החברות

Section C: Convening and Conducting the General Meeting

Agenda

66.

[Amendment: 2011-3]

(a)The agenda of a general meeting shall be determined by the Board of Directors and shall include matters for which the convening of a special meeting is required pursuant to Section 63, as well as any matter requested as set forth in subsection (b).

(b)One or more shareholders holding at least one percent of the voting rights at the general meeting may request that the Board of Directors include a matter on the agenda of a future general meeting, provided that the matter is appropriate for deliberation at a general meeting; the Minister may prescribe provisions with respect to this Section, including with respect to the deadline for submitting such a request.

(c)At a general meeting, resolutions shall be adopted only on matters specified in the agenda.

Timing of Notices in a Private Company

67.

Notice of a general meeting in a private company shall be delivered to all those entitled to participate therein, no later than seven days before the date set for its convening and provided that it shall not be delivered more than forty-five days before the date of its convening, all unless otherwise provided in the articles of association.

Content of Notice of General Meeting in a Private Company

68.

(a)A notice of a general meeting in a private company shall specify the date and place at which the meeting is to be held, as well as the agenda and a reasonable description of the matters for discussion.

(b)If a proposal to amend the articles of association is on the agenda of the meeting, the text of the proposed amendment shall be set out in detail.

Notice of General Meeting in a Public Company and Its Content

69.

[Amendment: 2002, 2005, 2016-2]

(a)Notice of a general meeting in a public company shall be published or delivered as prescribed by the Minister.

(c)The notice shall include the agenda, the proposed resolutions, and the arrangements for voting in writing in accordance with the provisions of Section G.

(d)The Minister may, after consulting with the Securities Authority, prescribe provisions with respect to this Section, including with respect to the manner of specifying the matters, unless provisions regarding the same are prescribed by another law, as well as additional matters to be included in the notice.

Regulations Regarding Resolutions at a General Meeting

70.

The Minister may prescribe that where the text of the resolutions has been specified in the notice or invitation, the general meeting may adopt resolutions that differ from the text of the resolutions that appeared on the agenda, with respect to such matters and in accordance with such criteria as the Minister shall prescribe.

Proof of Share Ownership in a Public Company

71.

[Amendment: 2005]

A shareholder in a public company who wishes to vote at a general meeting is entitled to receive, unconditionally, from a Stock Exchange member through whom the share is held, a confirmation proving their ownership of the share, in a manner to be prescribed by the Minister (in this Law — "ownership confirmation"); the Minister may prescribe conditions and circumstances under which payment shall be required for the ownership confirmation, and the amount of such payment or the maximum payment.

Convening of Meeting by Court

72.

Where it is not practically possible to convene or conduct a meeting in the manner prescribed in the articles of association or in this Law, the court may, upon the application of the company, a shareholder entitled to vote at the meeting, or a director, order that a meeting be convened and conducted in such manner as the court shall determine, and may give such supplementary directions for that purpose as it deems fit.

Meeting in Israel

73.

A public company whose shares were offered to the public in Israel only or are traded on a Stock Exchange in Israel only, shall hold its general meeting in Israel.

Adjournment of General Meeting

74.

[Amendment: 2005]

(a)A general meeting at which a quorum is present may resolve to adjourn the meeting, the deliberation, or the adoption of a resolution on a matter specified in the agenda, to another date and place as it shall determine; at an adjourned meeting, only a matter that was on the agenda and on which no resolution was adopted shall be deliberated.

(b)Where a general meeting has been adjourned to a date exceeding twenty-one days, notices and invitations for the adjourned meeting shall be given as set forth in Sections 67 through 69.

(c)Where a general meeting has been adjourned without changing its agenda, to a date not exceeding 21 days, notices and invitations regarding the new date shall be given as soon as practicable, and no later than seventy-two hours before the general meeting; such notices and invitations shall be given pursuant to Sections 67 and 69(a) with the necessary modifications.

Class Meeting

75.

The provisions of this Section and of Sections D, E, and F shall apply, with the necessary modifications, to class meetings, to the extent that the company is required to hold them.

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Section D: General Meeting in a Private Company

Resolution Without Convening

76.

In a private company, a resolution at a general meeting may be adopted without notice and without convening, provided that the resolution is adopted unanimously by all shareholders entitled to vote at the general meeting.

Holding a Meeting by Means of Communication

77.

A private company may, unless a provision in the articles of association excludes this, hold a general meeting by means of any communication technology, such that all participating shareholders are able to hear one another simultaneously.

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Section E: Quorum at a General Meeting and Chairperson of the Meeting

Quorum at a General Meeting

78.

(a)The quorum required for holding a general meeting is the presence of at least two shareholders holding at least twenty-five percent of the voting rights, within half an hour from the time set for the opening of the meeting.

(b)If a quorum is not present at a general meeting within half an hour from the time set for the commencement of the meeting, the meeting shall be adjourned by one week, to the same day, the same time and the same place, or to a later date if so specified in the notice of the meeting or in the announcement of the meeting.

(c)The provisions of this Section shall not apply to a company with a single shareholder.

Quorum at an Adjourned Meeting

79.

(a)If a quorum is not present at an adjourned meeting, as referred to in Sections 74 or 78(b), within half an hour after the time set for it, the meeting shall be held with any number of participants.

(b)Notwithstanding the provisions of subsection (a), if the general meeting was convened at the request of shareholders as referred to in Sections 63 or 64, the adjourned meeting shall be held only if there are present at least the number of shareholders required for the purpose of convening a meeting as referred to in Section 63.

Chairperson of a General Meeting

80.

(a)At every general meeting, a chairperson shall be elected for that meeting.

(b)The election of the chairperson of the meeting shall take place at the commencement of the proceedings of the meeting, which shall be opened by the chairperson of the board of directors, or by a director authorized by the board of directors for that purpose.

Freedom to Stipulate

81.

It is permissible to stipulate in the articles of association provisions that deviate from the provisions of this Section, in whole or in part.

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Section F: Voting at the General Meeting

Freedom of Variation

82.

(a)A company may set forth in its articles different voting rights for different classes of shares.

(b)Nothing in the provision of subsection (a) shall derogate from any other legislative provision.

(c)If the company has not set forth in its articles different voting rights, each share shall carry one vote.

Manner of Voting at a Meeting

83.

[Amendment: 2014]

(a)A shareholder in a public company may vote in person or by proxy, and also by voting instrument in accordance with the provisions of Section G.

(b)A shareholder in a private company may vote in person or by proxy, unless otherwise provided in the articles.

(c)A shareholder in a private company may vote in writing if provisions to that effect are set forth in the articles.

(d)If a shareholder has voted in more than one manner, the later vote shall be counted; for this purpose, a vote cast by a shareholder in person or by proxy shall be deemed later than a vote cast by means of a voting instrument.

Voting by Count of Votes

84.

A resolution at a general meeting shall be adopted by a count of votes; a private company may set forth in its articles a different decision-making rule.

Majority at a General Meeting

85.

Resolutions of the general meeting shall be adopted by a simple majority, unless a different majority is prescribed by law or by the articles.

Declaration as Evidence

86.

A declaration by the chairperson that a resolution at a general meeting has been passed or rejected, whether unanimously or by a particular majority, shall constitute prima facie evidence of the matters stated therein.

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Section G: Voting by Ballot and Position Notices

Voting at a General Meeting by Ballot

87.

[Amendment: 2011-3, 2014]

(a)In a public company, shareholders may vote at a general meeting and at a class meeting by means of a ballot, in which a shareholder shall indicate the manner of their vote, on resolutions concerning the following matters:

(1)Appointment and removal of directors;

(2)Approval of actions or transactions requiring approval of the general meeting pursuant to the provisions of Sections 255 and 268 to 275;

(3)Approval of a merger pursuant to Section 320;

(3a)Authorization of the chairperson of the board of directors or their relative to serve in the role of chief executive officer or to exercise the powers thereof, and authorization of the chief executive officer or their relative to serve in the role of chairperson of the board of directors or to exercise the powers thereof, pursuant to Section 121(c);

(4)Any other matter in respect of which it has been prescribed in the articles of association or thereunder that resolutions of the general meeting shall also be adopted by way of ballot;

(5)Additional matters prescribed by the Minister pursuant to Section 89.

(b)A ballot shall be sent by the company to all of its shareholders; a shareholder may indicate the manner of their vote on the ballot and send it to the company.

(c)A ballot in which a shareholder has indicated the manner of their vote, which has reached the company by the deadline set for that purpose, shall be deemed as presence at the meeting for the purpose of constituting a quorum as referred to in Section 78.

(d)A ballot received by the company as referred to in subsection (c) in respect of a particular matter on which no vote was held at the general meeting shall be deemed as an abstention in the vote at that meeting for the purpose of a resolution to hold an adjourned meeting pursuant to Section 74, and it shall be counted at the adjourned meeting to be held pursuant to Sections 74 or 79.

(e)In addition to the provisions of subsection (a), a shareholder in a public company as referred to in Section 177(1) may vote at a general meeting and at a class meeting by means of a ballot transmitted to the company through the electronic voting system pursuant to Section B of Chapter 7(2) of the Securities Law, also on resolutions on any other matter on the agenda of such a meeting.

Address to Shareholders

88.

[Amendment: 2005]

(a)The board of directors, as well as any person at whose demand the board of directors convenes a special meeting pursuant to Section 63, may address shareholders in writing, through the company, in order to persuade them as to the manner of their vote on a matter among the matters referred to in Section 87 that is to be discussed at that meeting (hereinafter – "position notice"); the company shall send position notices pursuant to this subsection to shareholders at the company's expense, together with the ballot for that meeting.

(b)Where a general meeting has been convened with a matter from among those listed in Section 87 on its agenda, a shareholder in the company may approach the company and request it to send a position notice on the shareholder's behalf to the other shareholders in the company; a position notice pursuant to this subsection may be at the shareholder's expense or at the company's expense, all as prescribed by the Minister pursuant to Section 89; however, a company may determine that all position notices pursuant to this subsection shall be at the company's expense.

(c)The board of directors of a company may send a position notice to shareholders in response to a position notice sent as referred to in subsections (a) or (b), or in response to another address to shareholders in the company.

(d)A shareholder as defined in Section 177(1) is entitled to receive, subject to provisions pursuant to Section 89(5), unconditionally, from the stock exchange member through whom the shares are held, a ballot and position notices.

Regulations

89.

[Amendment: 2005]

The Minister may, in consultation with the Minister of Finance and with the Securities Authority, prescribe provisions with respect to a ballot and a position notice pursuant to this Section, including, inter alia, on the following matters:

(1)Additional matters beyond those prescribed in Section 87 to which this Section shall apply;

(2)Granting a full or partial exemption from the application of the provisions of Sections 87 and 88, with respect to categories of certain companies classified as the Minister shall determine, having regard, inter alia, to the rate of holdings held by the controlling shareholder in those companies, to the majority required for adopting a resolution at the general meeting in certain companies, and also having regard to the place of listing for trading of the securities of the company;

(3)Granting an exemption from sending ballots and position notices to some of the shareholders in certain companies, having regard to the rate of voting rights or the value of the shares held by them, and where the shareholders are as referred to in Section 177(1) — also having regard to the rate of voting rights and the value of the shares held with each stock exchange member separately in each securities account;

(4)The manner of delivery of ballots and position notices to shareholders, and the manner of transmission of ballots to the company including through stock exchange members or through a corporation under their control or through another corporation, the obligation to attach a confirmation attesting to ownership of the shares on the record date, as well as deadlines and timetables for carrying out the actions required for the implementation of the provisions of this Section;

(5)The maximum consideration to be paid in respect of the transmission of a ballot or a position notice, and the manner of imposing payments and expenses in respect of such transmission among the various parties participating therein;

(6)Publication of position notices and ballots in a manner to be determined, as an alternative to their delivery to shareholders;

(7)The manner of supervision over the implementation of the provisions pursuant to this Section, including with respect to the obligation to maintain records regarding the implementation of the provisions prescribed thereunder;

(8)A format for the text of a ballot and a position notice for matters to which this Section applies.

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Section H: Minutes of the General Meeting

Minutes of General Meetings

90.

(a)A company shall keep minutes of the proceedings at general meetings and shall retain them at its registered office for a period of seven years from the date of the meeting.

(b)Minutes signed by the chairperson of the meeting shall constitute prima facie evidence of the matters recorded therein.

(c)The register of minutes of general meetings shall be kept at the registered office of the company, shall be open for inspection by its shareholders, and a copy thereof shall be sent to any shareholder who so requests.

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