Voting slip in accordance with the Companies (Written vote and position notices) Regulations, 2005 PART ONE

Transcription

1 Voting slip in accordance with the Companies (Written vote and position notices) Regulations, 2005 ("Voting Slip Regulations") PART ONE 1. Company name: Israel Chemicals Ltd. ("the Company"). 2. Type of General Meeting, date and place of meeting: Annual General Meeting of the Company's shareholders, which will convene on Monday, August, 26, 2013 at 10:00 in the Company's registered offices at 23 Aranha Street, Millennium Tower (23rd Floor), Tel Aviv. If the meeting is postponed, it will take place on the same day of the following week, at the same time and in the same place. 3. Details of the agenda which can be voted on by means of a voting slip: 3.1 Approval of the Company's Compensation Policy The Approval of the Compensation Policy of the Company is attached as Appendix A to the Immediate Report of which it is hereto attached (the "Report" and "Compensation Policy"), as determined by the Board of Directors of the Company on July 17, 2013, in accordance with the recommendation of the Compensation Committee dated July 16, 2013 to approve the Compensation Policy. For further details of the Compensation Policy, see Section 2 of this report. Proposed resolution: "To approve the Compensation Policy." 3.2 Amendment of the bonus and share-based payment sections in the employment agreement of the CEO, Mr. Stefan Borgas The amendment of the bonus and share-based payment sections in the employment agreement of the CEO of the Company in a manner in which the bonus and share-based payment sections existing in the agreement of the CEO as of the date of the publication of the report shall be canceled, and shall be replaced with sections in which the annual bonus and share-based payments of the CEO shall be determined in accordance with the Compensation Policy. For further details regarding the amendment of the bonus and share-based payment sections to the CEO of the Company, see Section 3 of this report. Proposed resolution: "To cancel the bonus clause in the employment agreement of Mr. Borgas as described in Section 2.5 of the Company's immediate report dated September 24, 2012 (Reference No ) ("Report on the Employment Conditions of the CEO ), and instead to include a paragraph in the employment agreement of Mr. Borgas, with the following text: "Mr. Borgas will be awarded bonuses in accordance with the Compensation Policy of the Company as it shall be from time to time. ; and to cancel the share-based payment clause of Mr. Borgas described in Section 2.10 in the Report on the Employment Conditions of the CEO, and instead to include a paragraph in the employment agreement of Mr. Borgas with the following text: "Mr. Burgess shall be 1

2 entitled to a share-based payment in accordance with the Compensation Policy of the Company as it shall be from time to time, and subject to the approvals required by law." (It should be noted that the employment agreement of Mr. Burgess is in English and the said texts are the Hebrew language translation of the English sections). 3.3 Approval of a bonus for the CEO of the for the year 2012 The approval of a bonus to the CEO of the Company, Mr. Stefan Botgas, for the period of employment in 2012 (as of 20 September 2012) in the amount of NIS 1,236,000. The bonus was approved by the Compensation Committee on July 16, 2013 and by the Board of Directors of the Company on July 17, For further details regarding the bonus, see section 4 of this report. Proposed resolution: To approve a bonus for the CEO of the Company, Mr. Stefan Borgas, for the period of employment in 2012 in the amount of NIS 1,236,000." 3.4 Approval of the continued service of the auditors of the Company The approval of the continued service of the KPMG Somekh, Chaikin & Partners accounting firm as the auditors of the company until the end of the next annual general meeting of the Company. 3.5 Appointment of serving Directors for an additional term The appointment of the following directors currently serving on the Board of Directors of the Company for an additional term as Directors of the Company until the end of the next annual general meeting: Messrs. Nir Gilad, Avissar Paz, Eran Sarig, Avraham (Baiga) Shochat, Victor Medina, Haim Erez and Ovadia Eli. It is hereby clarified that Directors for whom the abovementioned extension of service has been proposed shall continue to be entitled to all the customary provisions related to Directors serving in the Company (annual compensation and participation compensation as well as indemnification and exemption insurance arrangements). The voting for each candidate for the office of Director shall be made separately. Details of candidates for the office of Director Nir Gilad Human Resources Committee (Separate from Compensation Committee), Donations Committee, Committee for the Promotion and Acceleration of Investments in the Negev. Commencement year as a Director 2007 Update of details required under Regulation 26 of Chapter D of the Periodic Report of the Company for 2012 Does not serve as a Director of Better Place Inc. 2

3 Avissar Paz Not a committee member Commencement year as a Director 2001 Board of Director Committee Memberships Eran Sarig Not a committee member Year he started his tenure as a Director 2010 Update of details required under Regulation 26 of Chapter D of the Periodic Report of the Company for 2012 Ceased to serve as a Director of Better Place Inc. Avraham (Baiga) Shochat Audit Committee, Financial Committee, Investment Committee (Subsidiaries), Human Resources Committee (Separate from Compensation Committee), Committee for the Promotion and Acceleration of Investments in the Negev Commencement year as a Director 2006 Victor Medina Audit Committee, Financial Committee, Committee for the Promotion and Acceleration of Investments in the Negev Commencement year as a Director 2006 Haim Erez Audit Committee, Human Resources Committee Commencement year as a Director 1996 Ovadia Eli Financial Committee Commencement year as a Director

4 4. Place and times when the full text of the proposed resolutions can be viewed: The full text of the proposed resolutions and Transaction Report may be viewed on the websites of the Securities Authority: and of the Tel Aviv Stock Exchange: and at the Company's offices, 23 Aranha Street (Millennium Tower, 23rd Floor), Tel Aviv, by prior arrangement with Company Secretary, tel.: , Sunday-Thursday during normal working hours, up to the date of the convening of the Annual General Meeting. 5. The majority required to pass the abovementioned resolutions: 5.1. The majority required for passing the resolutions in Sections 3.1, 3.2 and 3.3 above is a simple majority of all the votes of the shareholders present at the General Meeting, who are eligible to vote and did so, without taking into account abstentions, and provided that one of the following conditions is met. a. The count of the majority votes shall include a majority of the votes of shareholders who are not controlling shareholders of the Company, or have a personal interest in approving the resolution; in the counting of all votes of shareholders abstentions shall not be taken into account. b. The total number of opposing votes from among the shareholders referred to in sub-section (a) above does not exceed two percent (2%) of all voting rights in the Company The majority required at the General Meeting for approval of the resolutions in paragraphs 3.4 and 3.5 above, is a simple majority of the shareholders participating in the vote, without taking into account abstention votes. 6. Notice concerning the presence or absence of an interest: Part Two of this Voting Slip provides space for indicating the existence or absence of a personal interest under section 267A (b) (1) of the Companies Law (i.e. whether the shareholder is a controlling shareholder or has a personal interest in the approval of the Compensation Policy and the amendment of the sections of the employment agreement of the CEO for the year 2012), as well as a description of the nature of the personal interest. It should be clarified that the vote of a shareholder who does not mark the existence or absence of a personal interest or describe the nature of the personal interest (if there is one), shall not be counted. 7. Validity of the voting slip: the vote will be cast on Part Two of this voting slip, where the shareholder shall indicate his/her vote for the resolutions on the agenda. The voting slip is only valid if a confirmation of ownership of the non-registered shareholder is thereto attached (namely, one whose shares are registered with a TASE member and those shares are included in the shares registered in the Company s register of shareholders in the name of the nominee company) or a photocopy of the identity card, passport or certificate of incorporation is attached, if the shareholder is registered in the Company s books. The voting slip and said confirmations shall be submitted to the Company not later than seventy-two (72) hours before the time of the vote, namely by Friday, August 23, 2013 at 10:00. In this respect, date of submission means the date on which the voting slip and enclosed documents reached the Company's offices. 8. The Company does not permit online voting. 4

5 9. Company s address for submission of voting slips and position notices: The Company's offices at 23 Aranha Street, Millennium Tower, Tel Aviv 61202, c/o Adv. Lisa Haimovitz, VP, the Legal Counsel and Company Secretary. 10. Final deadline for submission of position notices by the shareholders: up to 10 days after the Date of Record, namely by Sunday, August 4, The deadline for submission of the response of the Board of Directors to position notices, if and insofar as any position notices of shareholders are submitted and the Board of Directors elects to submit its response to the position notices, is Tuesday, August 13, Websites on which the voting slips and position notices (insofar as they are given) can be found: Website of the Israel Securities Authority ("Electronic Reporting website"): Website of the Tel Aviv Stock Exchange Ltd.: Receipt for confirmation of ownership: a shareholder is entitled to receive confirmation of ownership at the branch of the Stock Exchange Member or by mail if he so requests. Such a request should be made in advance to a specific securities account. 13. Receipt of voting slips and position notices from a TASE member: an unregistered shareholder is entitled to receive free of charge, by , a link to the text of the voting slip and position notices on the Electronic Reporting site, from the TASE member through which he holds his shares, unless he notified the TASE member that he does not wish to receive such a link, or that he wishes to receive voting slips by mail, against payment. Notification in respect of voting slips shall also apply to receiving position notices. 14. Inspection of voting slips and position notices: one or more shareholders holding shares that represent five percent (5%) or more of all the Company's voting rights, and a shareholder holding the same percentage of the total voting rights not held by a controlling shareholder in the Company, as defined in Section 268 of the Companies Law, is entitled, after the General Meeting has convened, to inspect the voting slips received at the Company, as stipulated in Article 10 of the Voting Regulations, at the Company's registered offices, Sunday-Thursday during regular office hours, and by appointment with the Company. At the date of the report, the number of shares representing 5% of the Company's total voting rights is: 63,632,104 ordinary shares of NIS 1 par value each of the Company. The number of shares representing 5% of the Company's total voting rights that are not held by a controlling shareholder of the Company (as defined in Section 268 of the Companies Law) is 30,227,790 ordinary shares of NIS 1 par value each of the Company. 15. Indicating the vote cast: a shareholder shall cast his vote on the subjects on the agenda where a vote may be cast on this voting slip, in Part Two of this voting slip. 5

6 Voting slip in accordance with the Companies (Written vote and position notices) Regulations, 2005 ("Voting Slip Regulations") PART TWO 1. Company name: Israel Chemicals Ltd. ("the Company"). 2. Company's address for submitting and sending voting slips: The Company's offices at 23 Aranha Street, Millennium Tower, Tel Aviv 61202, c/o Adv. Lisa Haimovitz, VP, Legal Counsel and Company Secretary. 3. Company Number: Date and time of the meeting: Monday, August 26, 2013, at 10:00. If the meeting is postponed, it will take place on the same day of the following week, at the same time and in the same place. 5. Type of meeting: Annual General Meeting: 6. The date of record for ownership of shares in respect of the right to vote at the General Meeting: Thursday, July 25, The Company does not permit online voting. 8. Shareholder's details (to be completed by the shareholder) Name of the shareholder: I.D. no.: If the shareholder does not have an Israeli ID no. Passport number: Country of issue: Valid through: If the shareholder is a company Corporation number: Country of incorporation: Interested party, senior officeholder and institutional investor: Are you an interested party 1 in the Company Are you a senior officer 2 in the Company Yes Yes No No 1 2 "Interested party" as defined in Section 1 of the Securities Law, 1968 ("the Securities Law") "Senior officer" as defined in section 37(d) of the Securities Law 6

7 Are you an institutional investor? 3 Yes No 9. The Vote Agenda item No. The Vote 4 With regard to the approval of the Compensation Policy, amendment of the bonus and share-based payment sections in the employee agreement of the CEO of the Company or the approval of a bonus for the CEO during his employment in Are you a controlling shareholder or someone with a personal interest?? 5 For Against Abstain Yes No Authorize the Compensation Policy Amendment of the bonus and share-based payment sections in the employee agreement of the CEO of the Company, Mr. Stefan Borgas Approval of a bonus for the CEO of the Company for the period of employment in 2012 Approval of the continued service of the auditors of the Company Nir Gilad as a Director 3 "Institutional investor" as defined in Article 1 of the Supervision of Financial Services (Provident funds) (Participation of a managing company in a general meeting) Regulations, 2009, and manager of a mutual fund as defined in the Mutual Funds Law, Failure to mark will be deemed an abstention for that item. 5 The vote of a shareholder who does not complete this column or who marks "yes" without providing details, will not be counted. Give details. 7

8 Avissar Paz as a Director Eran Sarig as a Director Avraham (Baiga) Shochat as a Director Victor Medina as a Director Haim Erez as a Director Ovadia Eli as a Director Please specify the nature of the relevant personal interest: For shareholders who hold shares through a TASE member (under Section 177(1) of the Companies Law) this voting slip is valid only when it is attached to confirmation of ownership For shareholders registered in the Company's register of shareholders this voting slip is valid when it is attached to a photocopy of the ID card / passport / certificate of incorporation. This slip should be submitted to the Company, or sent by registered mail, so that the voting slip and aforementioned documents are received at the registered office of the Company no later than seventy-two (72) hours before the date and time of convening the General Meeting, namely no later than Friday, August 23, 2013 at 10:00. Voting slips that arrive later shall not qualify as attendance at the meeting for the purpose of a quorum for voting and will not be counted in the vote. Date Shareholder's signature 8